


An Altruistic Endeavor

by engineerleopoldfitz (aching_for_distance), Traviosita9124



Category: Agents of S.H.I.E.L.D. (TV)
Genre: F/M, First Time, NSFW
Language: English
Status: Completed
Published: 2014-09-14
Updated: 2014-09-14
Packaged: 2018-02-17 09:04:56
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 39,345
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2304197
Author URL: https://archiveofourown.org/users/aching_for_distance/pseuds/engineerleopoldfitz, https://archiveofourown.org/users/Traviosita9124/pseuds/Traviosita9124
Summary: <blockquote class="userstuff">
              <p>“You know, Fitz, I’d be happy to help with that. I mean if you wanted. A favor between friends, that’s all.” </p>
<p>What do you do when your best friend offers to help you lose your virginity?</p>
            </blockquote>





	An Altruistic Endeavor

**Author's Note:**

> Katie and I have been working on this off and on for months and teasing you all with mentions of the secret fic, and here it is, finally complete. Happy Reading!

It was the first time they had ever been this silent around each other in as long as she could remember. Even their first few weeks of trying to get used to moving around each other in the lab had seen more conversation than this. Granted, it had been awkward, stilted, conversation, but still, this somehow managed to be worse. 

Jemma risked a glance at Fitz from the corner of her eye, and noticed that his blush had yet to subside, despite his having been exposed to the cool night air as he walked her from the Boiler Room back to her dorm. She sighed. 

The Boiler Room. 

It had been an innocent thing really, suggested by some of the older girls on her floor as a good way to relieve some of the tension left over from midterms. Jemma had readily agreed, and naturally had insisted that Fitz, who had been present for the conversation, come along. He had hesitated, but a bit of pleading had won him over. She wished now she hadn’t begged him to come, not with how the older cadets had teased him mercilessly…

Her mind stuck on their jibes, and the way lanky Scot had done his best to play them off, but she could still tell that they had hit close to home. She wrinkled her nose at the thought and moved quickly to swipe them into her building, trying to erase the unpleasant memory with one motion. It didn’t work, and the silence persisted for the ride up to her floor, until she finally managed to find her tongue just outside her door. 

“You know, Fitz, it’s okay if you are one you know.” Jemma let her words trail off as she dug in her small bag for her keys. Once they were safely in hand, she looked at him once more from beneath lowered lashes, trying to examine him without embarrassing him any further. He began to stutter the same explanations he’d given at the Boiler Room, though, and she forced herself to meet his gaze head-on. 

“I mean it, you’re what, 18? And what with you going to uni so early, it would have been hard to find a girl your age-” she forced herself to stop and open the door as his blush came back with a vengeance. She’d only managed to make it worse, unfortunately, and there wasn’t much she could do about it, unless…

No. It was too crazy an idea. It was the alcohol talking, good girls didn’t even dream to suggest what she was thinking. Still, Fitz was good looking, with his shockingly blue eyes and sandy curls, and his sweet, slightly shy smile that he so rarely bestowed on anyone. She bit her lip, considering what she was about to say, and decided to take the plunge. What could she possibly lose?

“You know, Fitz, I’d be happy to help with that,” she spoke slowly, trying to gauge his reaction, and fought the urge to backpedal when he looked at her with wide, nearly disbelieving eyes, “I mean if you wanted. A favor between friends, that’s all.” She pressed up on the balls of her feet, impulsively brushing a kiss on his cheek before stepping into her room. 

“Thank you for walking me home. I’ll see you on Monday, yeah?” With that, she shut her door, leaning against the cool wood. 

Had she really just propositioned her lab partner? 

~*~

Fitz had a bad feeling about the idea from the moment her friends had suggested it. He’d been carefully avoiding the Boiler Room for most of the semester, not wanting to get involved in the shenanigans he’d been hearing about since the first week. But when Jemma looked at him with those pleading eyes, catching hold of his hand and tugging entreatingly, who was he to say no? 

It was even worse than he’d expected, the older cadets quickly catching on that he was a virgin, the jibes pointed and painful. The problem was that Fitz reacted in one of two ways to being hurt, either shutting in on himself or lashing out, and since he couldn’t lash out amongst that crowd, he’d shut down. Even Jemma’s concerned questions and attempt at defending him hadn’t helped, until he’d finally excused himself and bailed. Jemma’s friends were there, she’d be perfectly fine without him. 

Except he’d barely gotten to the sidewalk outside the building when he’d heard her calling after him, and despite his protests Jemma had insisted on leaving too. Fitz couldn’t let her go on alone, so he’d sighed and changed course to walk her home, even though all he really wanted was to be left alone to lick his wounds in peace. 

Her attempt at consoling Fitz was insult to injury, making excuses for his lack of experience and his face colored deeply as he fought to keep from snapping at her. It wasn’t Jemma’s fault that he’d never had an opportunity to lose his virginity. Or that his fellow cadets found it ever so hilarious and even more so when they realized he was sensitive about it. Wasn’t it bad enough that he was shy and introverted without having his personal life or lack thereof put out there for the world to see and judge? 

They reached Jemma’s door and he was still biting his tongue sharply, unwilling to deliberately tune out the one person he had who would listen to him, but not wanting to hear her platitudes. Until she looked at him, hazel eyes innocent and yet slightly curious, and offered to have sex with him. 

Fitz had a feeling he looked like a complete and utter idiot, jaw slack and eyes wide as he stared at her in disbelief… And then she kept talking, and Fitz was smacked in the face by the wave of her pity. Jemma missed the expression as she leaned in to kiss his cheek, but his eyes shadowed with hurt as she drew away and casually said her goodbyes before closing the door in his face. 

He nearly stepped forward to pound on the heavy wood and demand she explain herself, to convince him Jemma hadn’t really just dared to say that. However, the other piece of him, the one that was hurt and beaten down and tired, that just wanted to be alone and quiet, won out. That part of Fitz made him sigh and turn away from her door, determined to go home and sleep and pretend that nothing about tonight had ever happened. 

~*~

Jemma hadn’t heard from Fitz the rest of the weekend, something she found rather disquieting, since they typically met at one of their dorms Sunday night to go over the labs for the coming week. Yet, the usual text had never come, and figuring that he was still embarrassed by what had happened Friday night, she’d given him space, and forced herself to revise on her own. 

It had been particularly boring without him making wry comments, and Jemma had given up on the exercise rather quickly altogether. 

However, their Monday morning lab proved to be no better. Fitz had barely made eye contact with her when she’d wished him good morning, only communicating with her in grunts, and even then only when she spoke to him first. It made the entire endeavor rather difficult, and before they were even half way done, Jemma was ready to rip out her hair, as well as a good chunk of Fitz’, in frustration. 

That was why it was such a relief when Alicia Sánchez approached their station, a smile on her face as she cracked her gum. 

Jemma didn’t know the older cadet all that well, given that she was in the engineering program, other than knowing she was a few years older and seemed to be well liked by the entire campus. It likely had something to do with the fact that she was quick with a joke, as well as maintained top marks among cadets in her year. The fact that she was pretty didn’t hurt, with dark chocolate eyes that always seemed to sparkle at some private joke, long, black hair that was never out of place, and curves that Jemma would kill to have herself. She bit back a sigh, and forced a smile onto her face when Alicia stopped right in front of her lab bench. 

“Alicia, hi. What can I do for you?”

“Hey, Jemma,” she returned in greeting. However, her eyes slid past her to plant themselves firmly on Fitz. “He’s actually the one I need. Fitz!”

He turned at the sound of his name, and came to stand next to Jemma so he could speak with Alicia. Jemma buried her nose in the papers before her, trying to look busy but desperate to listen in. 

“You broke the curve on the last exam Greene gave. It ruined my perfect score streak.” Jemma could see from the corner of her eye that Alicia had fixed Fitz with a flirtatious smile, and had leaned in to tease him a bit. The view provided him with ample opportunity to glance down her top, and if the blush gracing his cheeks was anything to go by, Fitz had certainly noticed. 

Jemma rolled her eyes, and refocused herself on her paperwork, pushing aside the annoyance that was taking hold of her gut. Despite that, she couldn’t help but overhear what Alicia said next. 

“I just wanted to point that out, and to ask what, exactly, you’re planning on doing to make it up to me.” 

When Alicia leaned in, he couldn’t help the drift of his eyes down to the curve of her breasts and the line of cleavage she was displaying, and Fitz jerked his gaze back up onto her face where it belonged. 

The blush on Fitz’ cheeks deepened, but he wasn’t dense enough to miss that obvious of a flirtation. He was a little wary though - Alicia was popular and could very well have heard about the incident at the Boiler Room. If she hadn’t been there to see it herself. Fitz didn’t know her well enough to know if that was her sort of place, but she was bubbly and friendly enough it seemed possible. 

Still, he steeled himself and pasted a grin onto his face, attempting to tease her back, “I wasna aware I had t’ make up for tha’, Sanchez, bu’ I migh’ be convinced. Wha did y’ have in min’?” The words felt unnatural and forced coming from him, but Alicia didn’t seem to notice. The older girl’s smile was bright as she straightened with a little bounce that had Fitz’ fingers tightening at the edge of the lab table. Did she know what her breasts did when she did that? 

“You can help me study for the next one. Friday evening work for you? I’m in Darwin 304. 8pm?” Alicia bubbled happily and Fitz could only nod in agreement, stunned. 

“Ah, yeah. Yeah, tha’ works. Friday,” he replied. Sanchez grinned at him before returning to her own bench, and Fitz pulled out his phone to tap it into his calendar along with a note about her dorm and room before he forgot. Stunned that had just happened, he forgot his earlier discomfort and went to say something to Jemma, only to have the words choke in his throat at her expression. Thinking better of it, Fitz’ shoulders rounded in discomfort and a little bit of defeat, circling back to the other end of the bench. 

There was nothing better at ruining a small bit of happiness than being out of sorts with your best friend. 

Jemma wasn’t even aware of how her eyes narrowed as she watched the older girl walk away, noting the extra little flounce in her step. Sure, she was nice enough, but Alicia had just been so bold, coming onto Fitz like that. And that little hop she’d done! Clearly the girl knew where Fitz’ attention had been while they spoke and had used it to her advantage. 

Jemma wasn’t sure if she was more upset with the other girl for resorting to such tactics, or by the fact that Fitz had fallen for them. She’d thought so much more of him than that… it had even been enough for him to forget entirely about their standing work routine: Friday nights in the lab cleaning up and reviewing their reports for errors before submitting them to their professors. It had been a routine they’d fallen into after their late class on Fridays, handling the paperwork before going their separate ways to enjoy the weekend. 

But as soon as Fitz had received a better offer, he’d jumped on it. 

She met his eyes, but couldn’t hold them, and so Jemma turned back to the beakers and flasks before her, tucking the papers she’d been clutching neatly to the side, resigning herself to the fact that she’d be doing most of her work alone this week. For some reason, that thought stung her far more than she’d ever expected. 

For his part, Fitz spent the rest of class with his mind bouncing back and forth between the trouble with him and Jemma and excitement for Friday. He’d be a liar if he tried to claim that he’d never noticed Alicia Sanchez, and for her to have asked him to study with her… He couldn’t help it. He was nearly giddy at the thought and had no clue he was further irritating Jemma with his spastic behavior. 

~*~

Friday came around and things were only marginally better. Class wrapped up and he glanced over, but Jemma was already down the steps and on her way out the door. Stung, Fitz sighed and picked up his own things. She’d been hot and cold all week and it was driving him crazy. How were they supposed to be partners if she wouldn’t even bloody talk to him? 

Still, Fitz had a routine, and he was going to follow it whether Jemma cooperated or not. Stopping by the cafe in the building next door to get coffee, he debated not getting her anything - he didn’t even know if she was going to be there or not - but couldn’t quite bring himself to do it, just in case she was. 

Laden with his overloaded bag, his latte and a chai for her, he swung into the lab and let out a soft sigh of relief when he saw Jemma, bent over a textbook and her laptop. Fitz nudged the chai toward her and settled on his side of the bench, pulling out his battered drawing pad and drafting pencils and setting quietly to work. The silence was awkward and uncomfortable, but Fitz persisted in working. 

He kept an eye on the clock, and at seven, well before they usually wrapped up, Fitz quietly started cleaning up his half of the lab. Not just from what he’d been working on, but clearing the detritus of the week, same as they always did on Fridays. He was just an hour or two ahead of schedule. 

Jemma glanced up at him as he began to pack up, peering at him beneath lowered lashes and taking care to not stop her work. She didn’t want him thinking that she cared about him leaving early. It was his choice, after all, and it wasn’t as if he owed her anything. Her fingers tightened on her pencil in response to the thought, and she had to force herself to loosen her grip. 

She considered asking him to go over the last section of the report with her, just for clarification, but decided against it. Fitz would see right through that particular ruse, and besides, she had never been that girl anyway. She’d never faked being dumb to keep someone around, and there certainly wasn’t a reason to do so now. 

Instead, she sat there, silent, watching as he went through his usual routine, now nearly as familiar to her as her own. It was a mixed blessing, the comfort of knowing her partner so well, and being able to use it as a countdown for knowing the precise moment he’d leave the lab. She swallowed and forced her eyes back down, staring but not actually reading the charts and graphs that were before her. 

She was tempted to say something, anything, before he left, hating the strained feeling of not speaking to her best friend. But what could she even say? 

Good luck? 

She’s cute? 

I approve? 

Nothing felt right, much less genuine, so Jemma just sat there, defaulting to silence and hating every minute of it. 

Fitz finished cleaning up and slung his messenger bag over his shoulder to hang at his hip. He hesitated, watching her for a long moment, his hands wrapped around the strap, but Jemma didn’t even acknowledge he was there. After a moment he accepted that she still wasn’t going to say anything and steeled himself. “G’nigh’, Simmons,” he said finally. 

Using her last name felt strange these days, rather than the more informal Jemma or the occasional Jem he’d caught himself using when he was feeling especially fond of her. It only punctuated just how strange things were, but Fitz hadn’t done anything wrong. He hadn’t asked for the idiots at the Boiler Room to poke fun at him, for Jemma to make her unexpected offer, for Alicia to ask him out tonight. He didn’t think he should be the one to try and fix this, whatever it was. 

Shrugging, he turned and left the lab. 

~*~

A couple hours later, he was wishing he’d stayed with Jemma, even if it was silent, awkward and uncomfortable. Fitz and Alicia had spent an hour being good students and actually studying their electrical engineering notes, but then she’d scooted in, her hip up against his and leaning in until Fitz had no choice but to lift his arm around her. 

When she’d pressed him back against her bed, lips against his, Fitz hadn’t had any reason to say no. While he was a virgin, he wasn’t totally inexperienced and he’d missed making out, having someone snuggled up against him with the warmth of wandering hands on him, skin under his hands. 

They’d just started tugging at each other’s clothes, Alicia having peeled his jumper off long before and working on his button-up, his hands at the snap of her bra, when Alicia’s door had crashed open, her roommate and a few other friends jeering. 

“Deflowering the SciTech virgin, Leesh?”   
“Good job, Alicia, taking one for the team!”   
“Fitz, you dog, taking up the first girl who offers. That sick of being a virgin, huh?” 

After the first few comments and realizing that Alicia, despite her blush and her worried looks in his direction, had no intention of speaking up, much less kicking her friends out, Fitz snatched up his jumper and bag and shoved his way out past them. That last one, he had to grit his teeth and ignore, offended on Alicia’s behalf, but these were her friends. She’d have to handle that on her own. 

Angry, hurt and humiliated, Fitz slinked into the lab he shared with Jemma, hoping she was still there, but the room was dark and still - and oddly, Jemma hadn’t done her usual cleanup. 

Instead of texting her, hoping she was awake and willing to talk to him, Fitz wasted his nervous energy cleaning up her half of the lab, scrubbing down the benches and glassware, carefully stowing her microscope in the proper cabinet and setting the sterilizer to clean her tools. After that, he buried himself in some of his more ambitious designs, pulling out a tube of large format drawings from under his bench and spreading them over the surface to occupy his mind for a few hours. 

It was close to sunrise before he wore himself out, and Fitz was grateful for the silence of the campus in the wee hours as he returned to his dorm and crawled into bed. 

~*~

Jemma woke earlier than usual that Saturday, having skipped out in frustration soon after Fitz left. She just hadn’t been able to deal with an empty lab, nor the idea of having to clean up, and so she’d just packed her bag and taken off, leaving her mess for the next day. She glanced at her bedside clock, and after accepting that she wouldn’t be going back to sleep, slipped out of bed and got ready for her day. 

Showered and dressed in her favorite pair of skinny jeans and a warm cardigan, Jemma grabbed her bag and trecked to their lab, intent on straightening out and trying to get back to equilibrium by focusing on her work. Working had always given a focus, had enabled her to move past whatever other niggling issues might be plaguing her, and she looked forward to sinking into it. Maybe, she mused, she’d even be able to speak to Fitz today after getting her own head on straight. 

She slipped into the the lab and turned toward her messy work station… only to find that it was pristine. She dropped her bag on the floor, running a hand over the stainless steel lab table and finding it was scrubbed perfectly. She went to her cabinets, checking her cylinders and other glassware before turning to the sterilizer. 

Fitz had come back at some point and had taken care of all her clean up. 

Jemma should have been happy to see that he’d come back, since it meant Fitz hadn’t spent all night tangled up with Alicia, but instead she was just irritated. How dare he come back and clean up after her? He could worry about his affairs, and she’d worry about hers. Still trying to sort through the emotion, she turned on her heel and set out for the nearest coffee shop, hoping that a good latte would set her world back in order. 

~*~

She still fuming as she waited for her latte, foot tapping and fingers clenching around the paper bag that held her impulsively purchased blueberry muffin. She sat there, trying to sort through why she was just so upset with Fitz, when she heard his name from just over her shoulder. 

Jemma turned, faster than she should have, toward the table to find it held four older female cadets. She wasn’t sure, but she thought one of them was Alicia’s roommate, a Sandra something or other. The girls hadn’t seen her turn, and so she inched closer trying to hear what, exactly they were saying. Her lips gave a slightly bitter twist as she realized that eavesdropping was quickly becoming a habit for her. She’d give it up. Tomorrow. 

“You found Alicia doing WHAT?”

“Kate, I swear, she was on top of that awkward kid, the Scottish one, and she let him get her top off. The bra would’ve been next if we hadn’t just walked in.”

Jemma cringed at that, deeply uncomfortable with the image for some reason. She shook it off and focused on listening in once more. 

“You didn’t call her out for trying to deflower him! Oh, God, poor Alicia! She must be mortified!”

“He was, too. I’ve never seen a guy go so red or grab his stuff so fast.”

The way the girl laughed at the end of her statement pained Jemma. Poor Fitz. All this, and after what had happened at the Boiler Room. Suddenly, her irritation with him seemed slight compared to everything else, and she was overwhelmed by the desire to see her best friend. Without even waiting for her drink, Jemma took off for his dorm, hell bent on getting to him. 

Fitz had gotten back to his room at sunrise, drawn the heavy curtains firmly over the windows and fallen onto his bed fully clothed, without even pulling the covers back. He almost couldn’t believe it. He knew he was younger than everyone else but Jemma, but damnit, couldn’t he catch a break? And didn’t these people have anything better to do but torment him? 

There was even half a second when he wondered why Jemma wasn’t getting any of the same treatment before he shook that right out of his head. That wasn’t fair. And he wouldn’t wish this on her. 

Hugging a pillow to his chest, he’d eventually dozed off into a restless, fitful sleep plagued by shady, disturbing dreams. It felt like only moments later when the peculiar, distinctive creak of his door hinges woke him and he buried his face in the pillow against his chest. The only person who had a key to his dorm was Jemma, and she’d never used it in all the time since he’d given it to her. For her to be creeping into his room now meant only one thing - she’d heard. And if Jemma had heard, it was likely all over campus by now. 

Jemma winced as the door creaked, effectively announcing her presence. The dark of the room told her that he was likely trying to sleep, and she was suddenly regretful at following through on her urge to burst into his room. She wasn’t even sure he’d want to see her now, not with the silent treatment she’d been giving him the past five days. 

What a shite friend she was. She’d dragged him to the Boiler Room, where he’d been harassed, and when he’d gone silent after that, she’d reacted by shutting him out. She had to make this right, Jemma was certain of it, and so she slipped across the threshold quickly, shutting the door softly behind her before leaning against it. 

“Fitz?” she called, voice soft. “I just… I…” She swallowed, trying to unstick the words from her throat. “I just wanted to come see that you were all right.”

“Oh, now y’ want t’ know if I’m alrigh’?” Fitz’ voice floated out of the darkness, not even turning to try and look at her. The hurt and the anger were suddenly wanting to lash out at her, and he fought to pull them back. He didn’t want to hurt Jemma, or chase away his best (only) friend here at SciTech. “After this las’ week, I wasna sure if y’ were ever goin’ t’ speak t’ me again.” 

That time he was sure he’d failed to hide his emotions, voice breaking over the words instead of coming out bitter and stinging like his first question. 

He was hurt, that much was clear from the way the words were forced out, sharp and a little breathy, even as they were muffled by his bedding. Guilt tugged terribly at Jemma’s gut, and she found herself moving toward him, unable to stop until her knees pressed against the mattress. 

It was difficult in the weak light that managed to make it through his curtains, but she could just make out his form, curled around a pillow as if to protect himself from an unseen, yet anticipated, blow. Her hand moved of its own volition, ready to curl around his shoulder in a gesture of comfort, when she stopped herself and brought her arm back into her body. He didn’t seem all that willing to have her around, and she couldn’t blame him for feeling that way. 

“I deserved that,” she admitted, her own voice sounding surprisingly weak, even to her own ears. “I’ve been a terrible friend to you, and I’m sorry.” She licked her lips and wrung her hands together, desperate to find the right words. “Is there anything you need? Anything I can do?” The offer was a sincere one; after the hell she’d helped put him through, Jemma wanted nothing more than to make it right. 

Fitz’ shoulder jerked up, the motion visible even if the details of his body weren’t. “Why? Wha’ does i’ matter? People here are bound an’ determined t’ make sure I’m miserable. I guess I’m jus’ an easy targe’.” He wished he could tell her to go away, to let him be alone, but he’d only be doing it to hurt her, not because he really wanted her gone. Instead, he shifted on the bed, pressing himself along the length of the wall that blocked off the one side of it, making room for her to sit - or lay down - with him on the twin mattress. 

Jemma eased herself onto the edge of the mattress, perching near his hip. Her hand found its way into the empty no-man’s land between them, and she sat that way for a moment, hovering on the edge of a decision. She wasn’t sure if she should lie down or not, how he’d take that kind of contact. Fitz had never been particularly tactile with her; aside from a few random, incidental brushes of hands while working in the lab, she could count on one hand the number of times they’d touched. 

She watched him for another moment, taking in the tense line of his shoulders and the stiffness with which he held himself, almost as if he were afraid to release the pillow and ask for some kindness. That decided her, and Jemma toed off her shoes before slipping behind him, and inched as close to him as she could without actually touching him, both of her hands pillowed beneath her head. She could feel the heat radiating off of him, and even though she itched to put an arm around him, resisted, not knowing how Fitz would react to being touched just then. 

She settled for words instead, and whispered into his shoulder blades, “They’re idiots, Fitz. They’re scared of you and how easily it all comes to you. Of course they’d latch on to the one thing that they think you’re bad at, and milk it for all it’s worth, despite it not meaning a damn thing in the long run.” 

Fitz froze when she actually took the silent invitation to stay, not expecting her to actually stretch out in his bed. He had to brace himself against the dip of the mattress from even her slight weight, to keep from falling back against her. He wasn’t entirely sure how he’d react to being touched right now, either, even by someone he trusted.

He shook his head when she spoke, knowing Jemma meant well, but hating what she was really saying. “So what? Tha’ makes it okay for them t’ humiliate me? They picked the lock on Alicia’s door, Jem. I made sure i’ was locked. Is tha’ mentioned in the story goin’ roun’? I’ wasna like th’ Boiler Room - I pu’ myself in tha’ situation. This was private. Do I no’ ge’ tha’ privilege here? Is nothin’ sacred? Because if tha’s the case, I migh’ as well bury myself in our lab an’ no’ bother with anyone anymore.” 

It was rambled out and might not even make a lot of sense, but Fitz wasn’t entirely logical when he was hurt. He’d fix on one thing that he believed was true and would cling to that with everything he had. 

Jemma winced at his words, and turned to hide her face in his covers. She’d contributed to this, dragging him out when she knew he would have preferred to stay in. She’d just wanted to spend time with him outside of the lab. It had seemed like a good idea, something that friends would do. They were friends, right?

Prior to this week, Jemma wouldn’t have questioned that she and Fitz were friends, but now, after everything that had happened, she wasn’t sure he wanted her around. It was with that thought swirling through her that she spoke, her voice quiet and more than a little weak. 

“Even me, Fitz? Would you like me to go?”

“Wha’?!” The word popped out of his mouth before Fitz had consciously registered her words. He hadn’t thought about what he was saying, or how it would sound to Jemma, just babbled out a random conglomeration of what was bubbling around in his head. As oblivious as he could often be to emotional situations, he couldn’t miss the pained note in her voice. 

Fitz abandoned his pillow and twisted onto his back, his shoulder and arm up against Jemma’s where she’d folded them up in front of her. He couldn’t bear to lose her too. Not on top of everything else. “No… no’ you. I didna mean... No’ like tha’,” he said, trying to see her in the darkness, but her face was still hidden in his blankets. “Jemma… shite. I’m sorry.” 

Jemma hadn’t been expecting him to turn, and the seemingly sudden press of his arm against her own caused her to peek up out of the covers. She fixed him with one hazel eye, and studied the expression he wore. 

Fitz seemed to be honestly shocked by her question; she could see it lurking just behind the anger and frustration in his eyes, and she suddenly felt guilty for asking. He was the one that had been hurt, not Jemma, and she should be focused on him. She pushed away the side of her that felt wounded, for whatever unimaginable reason, and tried to focus on him. She lifted her head more fully from the covers so she could better see him, and did her best to give him a small, shaky smile. 

“It’s okay. You shouldn’t be apologizing for anything. You’ve had a rough week to say the least.” Her words were whispered, and she inched her topmost hand over to rest against his bicep, wanting a small point of contact to reassure both of them. 

“Does tha’ mean you’re goin’ t’ tell me wha’ I did wrong?” Fitz asked plaintively, his eyes tracking down to where her fingers rested against his arm. “Y’ havena talked t’ me unless y’ had t’ for days now.” He’d been unhappy about that, confused, but tried to wait her out in case it was just some finicky mood, but that hadn’t worked. Even last night when he’d left the lab she hadn’t responded to him. 

When he’d been feeling especially low that week, the less confident pieces of Fitz had tried their best to convince him that she regretted ever befriending him. 

Jemma’s eyes dropped from his face, unable to look him in the eye as she thought about how to answer him. There wasn’t any one thing that had set her on edge, to be perfectly honest, but rather a whole sequence that had annoyed her. She’d already been annoyed with herself for her buzzed, bungling attempt at fixing what had happened at the Boiler Room Friday night, and when she hadn’t heard from him all weekend, Jemma began to fear he was upset with her. It had become a loop, feeding into itself, and by the time Monday had rolled around, she was upset with him for no real reason at all. 

She squeezed his arm, mentally kicking herself for not just talking to Fitz from the jump. 

“You didn’t do anything, Fitz. I was such a bloody idiot last Friday…” she trailed off, eyes fixed on her fingers as she absentmindedly noted that his arms were rather well formed, more so than she’d been expecting them to be. She shook the idea off and forced herself to meet his eyes, despite the blush blooming on her cheeks. “I shouldn’t have made you go out with us, and put you through that. When I didn’t hear from you, I thought you were upset with me for it.”

Fitz tried to read the expression on her face, unsure what he was seeing. For a moment he thought she looked oddly guilty, but then she dropped her eyes and he couldn’t tell. When Jemma started speaking though, Fitz sucked in a breath, biting his lip to keep from saying anything. Did she think he couldn’t tell when something was wrong? 

Jemma was a terrible liar. He didn’t think she was lying this time though, but there was something that wasn’t quite right about her words and excuse for her behavior. He just wanted things to go back to normal though, and didn’t want to call her on it if it would make things awkward again. “I wasna upset a’ you, I was upset a’ those idiots from th’ Boiler Room.. I didna want t’ talk t’ anyone for awhile, tha’s all. Some of wha’ they said…” It had hurt. Badly. 

“Sometimes when I’m upset I say things I dinna mean, and i’ wouldna ha’ been fair for me t’ take i’ out on y,” he said after a long pause. And he also hadn’t been ready to face Jemma after her drunken offer, a little afraid that he might actually ask if he could take her up on it, just to be done with the whole virginity issue. But that wouldn’t have been fair. Jemma wasn’t just some girl that he could have sex with and walk away from. 

Her fingers tightened around his arm again and Fitz cautiously reached to cover her hand with his. 

His hand was warm over hers, and she found the gesture comforting if only because it meant he wasn’t pushing her away. She began rubbing her thumb over the rumpled sleeve of his button down, trying and utterly failing to smooth the wrinkled material. She frowned, realizing he must have slept in his clothes. 

He’d been here, tossing and turning, and those girls had been sitting in the cafe, mocking him. A surge of protectiveness welled in her chest. Fitz was her friend, the best one she’d had in a long while. Suddenly, gentle and kind Jemma Simmons wanted revenge on those girls in the worst way. Fitz might be prickly and sarcastic and intolerant of foolishness, but at his heart he was a sweetheart. Mistreating him was criminal, and if Alicia had known her friends had planned to humiliate him like that, she didn’t deserve him in the first place. 

“Fitz,” she began, keeping her tone as even as she could manage, “I know it doesn’t make it better, but I meant what I said. They’re idiots, and you shouldn’t give them the time of day. But, if you wanted…” Jemma waited a beat, unsure of how she wanted to phrase her next thought. “...I’d be more than happy to help you seek your revenge. A good prank may be in order.”

There were some things that Fitz would be more than happy to retaliate against people for. Damaging or insulting his work mainly. But when it came to personal things, he was more reserved and didn’t want to draw attention to himself. In this case, as much as it rankled, Fitz just wanted to keep his head down and let it blow over and forget it had ever happened. Not that it would be easy, given his classmates’ talent for gossip mongering, but he’d do his best. 

So while he gave Jemma a faint smile of appreciation, he shook his head and turned to stare up at the ceiling. “Let i’ go, Jemma. If anythin’ happens an’ it comes back t’ me, it’ll only make things worse. There’s a month an’ a half before the term is over. By the time we come back, they’ll ha’ found someone else t’ torment. Hopefully.” 

Jemma nodded a bit, fully understanding why he’d feel that way, even if she still wanted to make them pay. But if Fitz had said no, so she’d let it be. She allowed her gaze to meander over him instead, taking in the melancholy way he seemed to be memorizing the ceiling. That wouldn’t do, to have him become so preoccupied in his own thoughts; he’d only end up spinning his wheels. Jemma sat up a bit, propping her head on her hand so she could look him in the eye. 

“You know, I think the lab work will keep if we ignore it for a day. What do you say to a movie or two? I could use the break, to be honest, and it isn’t as if we aren’t ahead already.”

~*~

Fitz had accepted her offer, and from that day on, spending Saturday mornings watching movies together became part of their established routine. The location changed, bouncing between their rooms and sometimes even their lab, but other things stayed startlingly consistent: they each picked a movie, and there was always a lunch break exactly at noon for Fitz’s growling stomach.

Jemma found herself looking forward to Saturdays more and more; she enjoyed spending time with Fitz, teasing him about his taste in cinema and debating everything under the sun, from the finer points of Star Wars in both the pre and post remastered forms to current bioengineering ethics. Before long, and without them consciously meaning to, they seemed to be spending more time together than apart, but it wasn’t until she heard one of her floormates refer to them collectively as FitzSimmons that Jemma realized the rest of campus was aware of it, too. 

On the other hand, Fitz had long since realized just how much time he was spending with Jemma. There had been one day she hadn’t been feeling well and he’d thought something was strange only to realize having her nearby had become his default rather than being alone. But at least with Jemma around and the two of them focused on their friendship Fitz spent far less time worrying about what anyone else at SciTech had to say. And if he’d started to develop a tiny bit of a crush on his best friend, well, that was normal, wasn’t it, for two people as close as they were? 

The biggest problem he had was that a few random girls - and one or two guys - still attempted to sidle up to him and ask him for help studying. Maybe it was totally innocent and maybe they were trying to set him up - and maybe one or two were really trying to ask for a date, but Fitz was having none of it. They all got turned down flat. 

The day before the semester ended, Fitz turned around after class to say something, but Alicia was standing there instead, Jemma a few steps behind her. The expression on the Latina girl’s face was serious, even a little sad as she looked up at him. “Um. Can we talk?” she asked softly, clearly hesitant, but also determined. 

Fitz nearly told her to go to hell, but it was the end of the semester and Alicia hadn’t actually done anything wrong except not stand up to her friends. Well, and then not bother to try to talk to him for the month and a half since. After a long pause, he glanced over Alicia’s shoulder at Jemma with an apologetic look. “Five minutes, Jem? I canna imagine this will take long,” he said, hoping she’d take the hint and give them a little space, but still wait for him. 

Jemma gave him a quick nod, stomach suddenly churning, and hitched her bag higher on her shoulder before retreating to the small patio that sat between the chemistry and physics buildings. She settled on a concrete bench, making sure she could keep Fitz and Alicia in her line of sight. Seeing the two of them together made her inexplicably nervous, and she found herself nibbling on her lower lip as she waited. 

What if she said something that made him want to give her a second chance? Alicia was gorgeous, and she was actually in Fitz’ program; Jemma could keep up with him when discussing his designs, but she was sure that Alicia would have even less trouble, given their similar backgrounds. In all honesty, she’d be an ideal girl for him to date, if that first time hadn’t been such an epic disaster. 

Fitz had never really spoken to her about what happened with Alicia, other than what he’d mentioned right after the Incident, as Jemma had come to think of it. It may not have been kind, and she may not have had the right, but she’d been glad, in a way, when he had refused to return Alicia’s calls and had turned down all of the date offers he’d had since. In some small way, Jemma had come to think of Fitz as hers, and he seemed to return the sentiment. But now, with Alicia back… Jemma worried he could change his mind. 

With that thought weighing uncomfortably on her, Jemma tried to look busy playing with her phone, while keeping an eye on the pair the entire time. 

Good. At least now he could use Jemma as an excuse to leave if this got especially ugly. Not that he thought it was going to take long anyway, but that wasn’t the point. His blue eyes refocused on Alicia, meeting her gaze squarely. “If y’ have somethin’ t’ say, y’ should go ahead an’ say i’,” he said, his voice carefully expressionless.

Alicia drew back, eyes widening in surprise at his tone, although she supposed she shouldn’t be all that shocked. “I owe you an apology for what my friends did… I never thought they’d actually go through with it. I swear, Fitz, I didn’t have a clue, and I never meant to hurt you like that.”

“Maybe y’ didn’t mean t’, but y’ did all th’ same, Sanchez.” The way she’d phrased her apology made Fitz think that she’d known something was planned, but not exactly what. Which still made her complicit, in a way. He sucked in a breath, shaking off the anger that wanted to rise up, “An’ even if y’ didna care abou’ wha’ happened t’ me… Some friends y’ have there. They didna jus’ insul’ me with wha’ they said, y’ know. Why weren’t you mad a’ them?” 

“I honestly didn’t think to be mad at them,” she said with a shrug. “Kate can be a jackass, but she’s harmless. She just thought it was a joke, nothing serious. She really didn’t mean anything by it.” Her voice had hardened a bit, clearly offended by the slight to her friend. 

“Yeah. Tha’s about wha’ I though’,” Fitz said with a nod as she confirmed what he’d suspected. She’d let her friends walk all over her for some reason. And worse, defend them when they were doing stupid things. He’d hope that if he ever did something so stupid that Jemma would kick him in the arse before simply letting him get away with it. “Thanks for th’ apology. I, ah… yeah. Thanks. Good luck on finals, alrigh’? I’ve got t’ go - Simmons is waitin’.” 

She tried to hold it in, but couldn’t, and a soft scoff escaped Alicia just before Fitz turned away from her. “I couldn’t have hurt you that much,” she spat the words at him, more than a little bitterness in her tone. “You certainly hooked up with Simmons quickly enough.” She waved her hand at him, a clear dismissal. “You know what? Whatever. Good luck on finals, Fitz.” With that, she turned and walked away, blending into the crowd of cadets just leaving their last lecture. 

Fitz didn’t even give her the satisfaction of watching her go. Most of SciTech thought him and Jemma were dating - he’d been denying it for weeks, only to get a variety of ‘uh-huh yeah, okay’ responses. Feeling flat and rather drained, Fitz hitched his messenger bag up into place on his hip, the fingers of both hands wrapping around the strap as he crossed the quad to join Jemma. 

Her hazel eyes were fixed on him as he approached, and he cut off the questions he could see on her face with a quick shrug and a sheepish little smile. “Ready to get out of here?” 

Jemma wanted to know, was practically buzzing with unasked questions about what they’d discussed and why Alicia had walked off in a huff, but Fitz was clearly having none of it. Instead, she just returned his smile and pushed off the bench, brushing herself off before hoisting her bag back onto her shoulder. 

“Sure. Diner for chips before we go over our notes?”

He knew good and well that he couldn’t hold Jemma off forever, but Fitz hoped he’d at least get a few minutes to settle before she started in earnest. “Tha’ sounds good. A milkshake or ice cream sounds really good righ’ now,” he said even as his stomach burbled. Fitz had pretty much given up hope of his metabolism slowing down anytime soon and simply accepted it needed to be fed every couple hours except when he was sleeping. 

Jemma got up to follow him and he fell into step with her as they headed for the small diner that had become their place off campus. Most of the staff knew them by name at this point. 

The walk wasn’t far, and they weren’t moving all that quickly, but it was still a warm enough spring day that Jemma had to tug off the light cardigan she’d needed that morning, leaving her in a simple white tank top. She stretched out her arms as they crossed a patch of sunlight, and after lifting her face toward the sun, grinned at Fitz. 

“I swear, I thought winter was never going to end. After finals, I think I might just stretch out in a patch of sunlight and soak up all the warmth I can.” They arrived at the diner as she spoke, and she practically skipped up the small ramp and tugged open the door. She was still curious about what had passed between Fitz and Alicia, but took comfort in the fact that he’d walked away from the pretty Latina in favor of her company. 

She flopped into their usual booth in back, and tugged a menu out of the metal holder more out of habit than necessity. She peered at Fitz over the laminated paper as he settled in across from her and tried to come up with a question that didn’t have anything to do with what had just happened with Alicia; he clearly wasn’t ready to talk about it. She settled on a safe fall back instead. 

“So, which final are you most worried about? Or are you planning on being as nonchalant about finals as you were about midterms?”

Fitz grinned at her, appreciating the change of subject as well as the question. “Tha’ worked ou’ for me, didn’ i’?” He’d aced all his exams except for one and that one he’d argued with the professor about - some of the questions had been phrased ambiguously. He hadn’t won, but he’d come to terms about that. He still had the highest grade in the class except for Simmons. 

“An’ I can see tha’, actually. Abou’ soakin’ up the sun.” Fitz made a face at her, but his smile barely faded. “You’re goin’ t’ drag me out there with y’, aren’ y’? Y’ do realize tha’ if I ge’ a sunburn I’ll be impossible t’ live with for days, righ’?” He’d made that mistake before and if he had his way it would never happen again. His fair skin was not meant for exterior pursuits. 

One of the waitresses caught sight of them and headed in their direction, stopping at the back booth with a warm greeting. Fitz ordered the strawberry milkshake he was craving and impulsively asked for a bacon, egg and cheese sandwich as well. After the day he’d had… well, really just the last half hour that had unsettled him… he deserved a treat. 

Jemma arched her brow at him, both amused and annoyed by his cockiness. He was naturally bright, so bright that he almost never needed to actually revise; she had a feeling that at this point, he only bothered with revising because she insisted on it. She would have felt bad, typically, but given his (rather attractive) smirk, she chalked it up as being character building instead. 

Once the waitress turned to her, she ordered herself a chocolate shake and an order of what she had learned to call steak fries, even though it still felt awkward. That settled, she turned her attention back to her lab partner, and feeling encouraged by his own demeanor, tossed him a smirk of her own. 

“Fitz, I promise to share my sunscreen if you come lay out with me. And if you ask nicely, I might even help you with your back.” She had no idea where the words came from, but she didn’t stop to think too much about it. Jemma was feeling good. She had warm weather, Fitz, it was the end of term, and soon, she’d have chips and a shake. To put it plainly, thinking too hard about why she was flirting with her best friend wasn’t too high on her list of priorities at the moment. 

Jemma’s arched brow only made him laugh, knowing it drove her crazy that he could get the scores he did with hardly any effort. That’s why he didn’t mind it when her scores passed his - Fitz knew just how hard she worked for them, especially in the classes that didn’t come as naturally to her as biology and chemistry. 

Fitz’ brows both lifted in surprise, then drew down and together in confusion. Had she really just said that? To him? The amused sparkle in her eyes said yes, and he sat back in his seat to watch her, almost warily. Here he’d thought he’d finally set Jemma firmly in the ‘friend’ category and she up and decides to flirt with him. It took another beat or two before he managed to turn his brain back on to actually reply. “Well now fair’s fair. As long as I get t’ take care of yours, too, lass, I suppose I could work with tha’,” he teased. 

Jemma cocked her head at him and set her lower lip firmly between her teeth, pleased with how he’d responded. Given how he’d been rejecting any and all interested parties for the past month, she’d actually been worried that he’d just tell her to knock it off. Apparently, the spring weather was infectious, and Fitz was willing to play along. 

“Is that a yes then? If I bring sunscreen and snacks, you’ll find us a blanket?” 

“Wha’? Now you’re jus’ gettin’ demandin’,” he mock protested, shoulders relaxing as he settled into the conversation rather than wondering what the hell Jemma was doing flirting with him. He wasn’t used to seeing this side of her - it wasn’t like Jemma had dated much since they’d become friends. Which… now that he thought about it, was a little odd. He supposed he’d just been glad not to have anyone else making demands on her time to wonder why the gorgeous Jemma Simmons didn’t have SciTech boys asking her out all the time. “Bu’ I s’pose if you’re bringin’ the snacks…”

Jemma gave him a playful pout as their order arrived, and took a slow slip of her shake before answering him. “You know, I’m wondering now if snacks aren’t the only reason you keep me around. I knew stockpiling those crisps and biscuits for you in the lab was a mistake. You have all kinds of expectations now.” She lifted her brows at him to let him know she was teasing and popped a hot crisp into her mouth, savoring the particular rush that only comes from junk food. 

She nudged the chips toward him in offering, knowing that if she didn’t he’d likely just steal off her plate anyway. 

“Y’ say tha’, and then wha’ d’ y’ do? Hand over your chips. Silly lass,” Fitz scolded her playfully, plucking a chip from her plate. He was more than halfway to dipping it in her milkshake, too, but thought that was a little much even for playing around and pulled back to pop it in his mouth instead. “An’ I never asked y’ to bring snacks into th’ lab for me, so tha’s no’ fair,” he added, giving her foot a nudge under the table with his own. 

He cocked his head, considering something else. “An’ I do hope y’ plan on findin’ somewhere tha’ is no’ on campus t’ take on this sunbathing experimen’.” 

She rested her sandal-clad foot against his and nudged him back while shooting him a questioning look. “Really, Fitz? I know five year olds that handle themselves better when they’re hungry.” Jemma smiled at him to soften her words as she nibbled at another chip. “That stash was necessary, not only for my own sanity, but for our productivity. We would not be top of our class without it.” She reached out and pinched off a bit of bacon that was hanging off the edge of his sandwich, slipping it into her mouth with a shrug. “You get chips, I get bacon. Fair’s fair, right, Fitz?”

In truth, she hadn’t been thinking of where they could lay out and enjoy the sun; it had just been a vague idea that she thought they could flesh out later. Jemma looked at him and licked her lips, considering his question. “I hadn’t thought about it, but we could. There have to be public pools somewhere in the city of Boston, right? Particularly in the summer.”

Fitz immediately protested her theft of his bacon with a huff, but he didn’t move his plate away, “Y’ offered the chips, though!” He’d have been less offended by anything else, but Fitz had a particular affection for bacon. It’s why he’d tracked down a decent diner as one of his first tasks when he got on campus in the first place. “I’ll le’ y’ get away with tha’ this once, lass!” he said, but he laughed a little too. No one else he knew would dare get between Fitz and his food, bacon or otherwise. 

The next chip he grabbed got dunked in her milkshake, because now it just had to happen. 

Jemma could only shake her head a bit, chuckling to herself, as Fitz dipped the chip in her shake; they both had quite an affinity for the salty/sweet flavor combination, so it didn’t quite bother her as much as he might have hoped. 

“I’m too good a lab partner to lose. I think you’ll let me get away with whatever I’d like.” She was confident of that fact, and was tempted to swipe another bit of bacon to prove her point, but refrained. He really should be able to eat his own food, after all, and she settled for giving him a smart ass smile instead. 

Sitting back with a grin, he turned his attention back to the previous conversation. “I’m sure there are. I already ge’ enough shite from people aroun’ here withou’ puttin’ my pasty Scottish skin on display.” He would like to go swimming, at least. It might be the only physical thing he was actually fairly good at. 

“It’s not exactly like I tan easily,” she said with a chuckle. Both she and Fitz were rather pasty, almost to the point where seeing them in any state of undress on the quad would blind any passerby. Beside that, Jemma really didn’t want to give any of their classmates cause to give Fitz even more grief; she’d caused enough problems for him this term. “You know, if we can’t find a pool, there’s always the beach.” Jemma tossed the idea out there, just thinking aloud, and wanting to weigh all of their options. 

“Either way,” she said with a small shrug, “we’ll both be putting plenty of our pasty skin out there for the viewing public. You did promise, after all.” 

Fitz made a face at the thought, although really, the idea of Jemma in a bathing suit - would she wear a bikini? - was occupying much of his attention. “And no’ the beach. Please. Stupid sand gets everywhere.” Fitz was finicky enough that having sand in uncomfortable places just made him squicky, so he tended to avoid the possibility. Plus swimming in ocean water wasn’t as fun, having to fight waves and currents. 

If they weren’t going to swim in a pool, fresh water would be his preference. There had to be lakes and such outside the city. Hell, that might actually be entirely preferable, to find a quiet spot somewhere and not have to worry about interacting with anyone else.

“Fine, not the beach,” she conceded. She liked the ocean, and had plenty of pleasant memories of seaside trips taken with her family, but wasn’t willing to irritate Fitz just for her enjoyment. Just than, an idea struck her, and she stirred her milkshake slowly before taking a sip, letting the idea roll around her head. 

When she was confident, she met his eyes and said, “How about this: you get to decide where we go, and figure out a way for us to get there from campus. I’ll pack the snacks.” Jemma figured she should keep some kind of control over what they ate; she could pack Fitz’ favorite junk food, while making sure there were enough healthy options to keep her happy. 

"I promise, I'll make whatever you'd like," she bargained. She really didn't want to have to pick where they went; with her luck, she'd get them lost and ruin a perfectly good outing. 

“Fine. But tha’ means y’ have t’ find a blanket tha’ willna ge’ ruined, too. Findin’ transportation is no’ goin’ t’ be easy.” Not for the first time he halfheartedly wished he’d been bold enough to ask for a room in one of the dorms with suites, so he’d have had roommates, possibly with cars. But without any guarantee that he wouldn’t end up living with complete jerks, Fitz had opted to get a single room and not take the chance. He’d even considered asking Jemma if she’d want to room with him next year - SHIELD wasn’t much for caring about coed situations as long as people were getting along. 

"Okay," Jemma readily agreed. She had a sleeping bag tucked into a deep corner of her closet; with its supposedly weather-resistant shell, it should hold up to almost anything. "I think I have some beach towels as well. I can make sure those are packed with the blanket."

She plucked the last chip off of her plate and ate it, thinking carefully as she chewed. "I wonder if you asked around your dorm, if someone wouldn't have a car we could borrow. Or we could try one of those one-day rental things. You know the ones I mean, right?"

Fitz laughed. “Yeah, if I can find my international permi’. I havena needed i’ since I go’ here. I’ll have t’ go huntin’ aroun’ my dorm an’ see if I can find i’. If no’, we might no’ be able t’ make tha’ happen. I dinna think they’ll le’ me rent a car withou’ i’. Do y’ have a license, or do I definitely have t’ be the one t’ drive?” He honestly didn’t know if Jemma could drive or not. It had never come up. 

He propped an elbow on the table, fiddling with the straw propped up in his milkshake. “When are y’ thinkin’? Firs’ weekend after finals, if the weather’s good?” 

“The first weekend after finals sounds perfect,” Jemma replied, wiping her hands on her napkin before leaving it crumpled on top of the now-empty chip plate. “And if we’re rained out, then the first weekend with good weather, although that’ll make it difficult to make plans for a car…” Jemma allowed herself to drift away on that thought, considering all of the ways they could get transportation, despite it being Fitz’ task. She couldn’t help it; she was naturally a planner. 

It was only then that she realized he’d asked her a question, and she gave him a sheepish smile as she answered. “Um… actually, I never learned how to drive. Period. It’ll have to be you.”

Startled, he stared across the table at her for a moment. “Never? Tha’s no good. Even if y’ never ge’ your license y’ should have some idea wha’ t’ do if i’ ever comes up.” Fitz grinned across the table at her. “If we’ve got time while we’ve go’ the car, I’ll give y’ a lesson or two.” 

He’d been nibbling on his sandwich through the conversation after Jemma had stolen that first bit of bacon and he polished off the last few bites, washing them down with his milkshake. “I’m wonderin’ if they have one o’ those car-sharin’ services here, like in London. Y’ sign up an’ y’ have access t’ a bunch o’ cars aroun’ th’ city. Tha’ would be easier than tryin’ t’ rent one th’ usual way.” 

“What? Don’t give me that look,” she protested as she watched him polish off the rest of his sandwich. “I never needed to learn. I left home before I was old enough to drive, and once I was in the States, I always took the bus.” She shrugged at him even as a smile began to creep across her face, unsure of what he expected her to say. “But sure, Fitz, if you want, you can teach me.”

She sipped the last of her milkshake and pushed the empty glass away from her before addressing his second point. “I’m sure they do. A quick internet search should help us figure that out quickly enough though.” 

“I know, I’m jus’ pointin’ tha’ out,” he shrugged. “Probably wouldna be a bad idea t’ do tha’ anyway. I mean, if we’re hangin’ out as much over th’ summer as we have been, it’s kind o’ inevitable tha’ we’d need a car for somethin’.” Fitz found he really liked the idea. Going swimming couldn’t be the only thing to do outside the city. And spending time with Jemma was about the only constant he had right now. 

His fingers tapped on the table, considering, and his grin returned. “Either way, we’ll figure it out.”

~*~

The first weekend after finals turned out to be perfect. Fitz had jumped through all the hoops to join the car-share and picked up the car he’d reserved early in the morning so they’d have time to pack everything. It was a two hour drive out to the park he’d found, and he didn’t want it to be too late before they got there. 

And so, it wasn’t much after 9am on Saturday when he was tapping on Jemma’s door. 

“I’m coming!” she called, nearly tripping as she shoved her feet into her flip flops, the sleeping bag hastily tucked under an arm. Jemma managed to right herself in time, and dropped the sleeping bag next to the tote she’d loaded with snacks, sunscreen, and towels. A decently sized cooler held their sandwiches and drinks, and she took a minute to nudge it further out of the way of the door before yanking it open for Fitz. 

She gave him an excited grin as she tugged her tank top down a bit and brushed her free hand over the side of her denim shorts. “Hey, Fitz! We’re almost set. I just want to check a few more things, and then we can take off.” She stepped back, silently inviting him into her room so he wouldn’t have to stand in the hallway while she made sure she had everything she’d want for the day. 

Fitz nearly swallowed his tongue when she swung the door open. Thank goodness she immediately turned away, tacitly inviting him in, because he wasn’t sure he’d have managed to hide the google-eyed reaction. She’d never shown quite so much skin in front of him before. There was a second set of straps showing under her tank that he could only assume were from her bathing suit - unless she had on a black and white polka dotted bra, and then he was in real trouble, because he should not be thinking about his best friend’s bra. 

Maybe it was a good thing though. If he got his reaction to her under control now, Fitz might not embarrass himself later when she stripped down to that bathing suit. 

Following her into her dorm, Fitz sat in her desk chair, out of the way while Jemma puttered around, seemingly unaware of his blue eyes tracking her through the room. “Wha’ else do y’ need t’ check, lass? Looks like y’ have a whole pile o’ stuff already.” 

Jemma had been rifling through her bookshelf, searching for something to bring with her to read and trying to ignore the feeling of Fitz’ eyes on her, along with the pleasant shivers it set along her shoulders, when she glanced back over her shoulder at Fitz. They hadn’t even been friends for a full year, yet she’d still thought he knew her better than that. She never did anything without double, and sometimes triple, checking everything was in its place. 

She gave a small, victorious exclamation when she found her paperback copy of Harry Potter and the Philosopher’s Stone, and turned back towards Fitz, tucking the novel into the side of the tote before answering him. 

“I just want to make sure we have everything. You said it was a two hour drive out, right? Not exactly like we can just run to the store if we forget anything.” She didn’t miss the dubious look he threw in the direction of the cooler, or the bulging tote, and arched a brow at him. “I’d take that look off your face, Leo Fitz, or I just might not share what I made us for lunch.” She kept her tone light and allowed her lips to tug upward so he knew she was only teasing him. 

Just then, Jemma spotted her iPod on her desk and leaned across Fitz to grab it. She popped back from him as she tucked the device into her back pocket and ran through a mental checklist. “I think that’s it,” she told him. “Help me get this all down to the car?”

Fitz’ brows knit together, wincing slightly when he realized how his comment had sounded to Jemma. “I didna mean i’ like tha’, I was just askin’ what else y’ wanted tha’ y’ didna have already,” he explained, getting to his feet again to pick up the cooler, which was likely the heaviest thing. His own backpack was already down in the car, with his own laptop, book and change of clothes along with a few other things. 

Jemma grabbed everything else and between the two of them they managed everything in one trip, and were soon on the road. Fitz had brought a cable to charge his laptop through the car so they could listen to music from it instead of relying on radio stations on the drive. He turned it over to Jemma as soon as they were on the highway, trusting her to pick from his library. 

He was fairly quiet as he drove, partially because he was focusing on staying on the correct side of the road and partially because he was comfortable with not talking when it was just him and Jemma, content to let the music she chose fill the space. 

The selection of music on Fitz’ hard drive was truly impressive, and Jemma had no trouble finding music for them during the two hour ride. Once she had the playlist sorted, Jemma tried to read, since she was just as comfortable with silence between them as conversation, but found herself watching Fitz from the corner of her eye. It was the first time she’d seen him in casual clothing, and warm weather clothing at that, and found herself a bit distracted by the way his fingers tapped against the steering wheel, causing his forearms to flex the tiniest bit. She hadn’t expected him to have forearms that were that well defined, and it took her a minute to shake it off, brusquely reminding herself that she shouldn’t be noticing her best friend’s forearms.

Even if they were nicer than she’d expected. 

She forced the thought away and lost herself in Harry’s first year at Hogwarts for the remainder of the ride, only looking up when she felt the car slow as Fitz took them off the road and onto a smaller access one. The tires crunched over gravel as he steered them into the nearly empty lot and parked near a marker that declared “Lake 0.2 Miles Ahead.”

Jemma slowly opened the door and, after climbing out, stretched her hands up as she looked around. It was nice, quiet, and certainly off the beaten path. They likely wouldn’t run into a soul they knew here, which she had no doubt was exactly what Fitz had in mind. She grinned at him as she shut the door and made her way toward the trunk. 

“Fitz, this is perfect. How’d you even manage to find this place?”

He’d been glad that Jemma wasn’t a chatterer in the car, and appreciated the mostly mid-tempo music she’d picked for her playlist. It had made for a good soundtrack to drive to, quiet noise without being intrusive or obnoxious. Fitz had caught himself humming along or singing quietly a few times and was even more surprised she hadn’t said anything about it. 

Climbing out of the car, Fitz rolled his shoulders under the dark t-shirt he’d pulled on that morning, his shorts baring pale legs from the knees down. The leather hiking sandals on his feet were new and surprisingly comfortable. He’d wondered if he’d have to take them off to drive, but he hadn’t had a problem. 

He grinned at her over the roof of the car, pleased that she was pleased. Shrugging, he joined her at the back of the car. “It wasna tha’ big a deal. Jus’ some poking about with a map an’ some internet searches. Is still early in the season, so there shouldna be a lo’ of people around.” 

Jemma reached into the boot, slinging the tote over her right shoulder and tucking the sleeping bag under her left arm before straightening to look at him. She had to squint a bit, having forgotten to pull out the sunglasses she’d tucked away in the tote, but she managed to make out his eyes as she cocked her head toward him. 

“I am perfectly okay with that,” Jemma admitted before turning back to digging out the rest of their belongings. “The quiet will be good, after all the hustle and bustle of finals and campus and the city. It’ll be a good opportunity to relax.” Jemma stepped away from the car, waiting for Fitz to make sure he had the last of his things along with the cooler, and her mind hit upon something she’d been meaning to ask him. 

“Did Weaver give you your summer dorm assignment yet? I got lucky; mine’s one of the ones they’re keeping open, so I don’t have to move at all.”

Fitz started to lift the cooler, then thought better of it and got the rest of his things situated, sunglasses perched on his nose, backpack settled comfortably, before he heaved the cooler out and braced it on the edge of the trunk. Crouching down, he lifted the thing onto his shoulder. It’d be easier than trying to carry the awkwardly shaped case in front of him for a quarter mile down the path to the lakeside. 

“Can y’ close the trunk for me?” he called out to her, taking a moment to settle the cooler on his shoulder and make sure it was steady. “An’ I got the email yesterday. I’ll be downstairs from y’,” Fitz chuckled. “Somewhere on the second floor, I dinna remember the exac’ room number. Convenient, no?” 

Jemma shut the trunk once he’d cleared it, and turned to follow him down the gently sloping path. The area was wooded, making the short walk to the lake quite pleasant, and she felt her already high spirits lift further. 

“That is convenient,” she agreed, eyes alternating between watching Fitz lug the cooler on his shoulder, intrigued by the line of his shoulders, and checking her footing on the rough dirt path. The last thing she wanted was to stumble into him because she was too foolish to not pay attention to where she was going and tripped over a root. 

“Are you going to need help moving your stuff? I’d be happy to come by and give you a hand if you do.” The offer was out of her mouth just as they exited the woods, the path opening onto a wide stretch of sandy earth that ran all the way to the green-blue water of the small lake. Jemma could see the wooden pier anchored about fifty yards out, and there was a sunny strip of sand that would be perfect for them to set up on. She stepped up next to Fitz, sliding a hand up to squeeze his shoulder without actually thinking about it, a wide grin playing across her face. “Fitz, it really is fantastic! Let’s set up over there.”

Fitz was pleased to see the place was entirely abandoned, not another person in sight, despite the warm, sunny weather. He followed her across the very small beachy area and set the cooler down where she asked. “I migh’. Depends on how many bags i’ takes t’ pack everythin’ up. Thankfully most o’ my gadgets an’ such are down in th’ lab or movin’ would take forever.” Fitz smiled at her offer. Having a friend who willingly took things on for his sake had taken some getting used to, and she still surprised him occasionally. 

He helped her get everything in place before dropping onto the sleeping bag to take his shoes off and dig in his backpack for the high SPF sunblock he’d brought. It was only noon, but he knew better than to go without it. “Lunch or swimming first?” Fitz asked, glancing at the cooler. 

Jemma looked up from where she was arranging the beach towels to glance at the water, and found herself sorely tempted to just dive in; it’d been ages since she’d been swimming, and on this particularly warm day, it would be an ideal respite. Still, she didn’t want to burn and end up a painful lobster red. That’d be terribly embarrassing, even if the only other person around was Fitz. She knew that look in his eye, too, and that glance at the cooler gave it away. Fitz was hungry. She bit her lip, which did nothing to conceal her affectionate grin, before speaking. 

“Sunscreen, lunch, and then swimming,” she declared. “We might as well lather up now and eat while it soaks in. Otherwise it’ll just wash off in the water.” That decided, she turned from Fitz and grabbed her own sunscreen from her bag, toeing off her flip flops in the process. She reached for the hem of her tank top and paused, suddenly second guessing her decision to wear a bikini. She shrugged it off; it was just Fitz, Jemma reminded herself, there was no reason to feel weird about it. Even if she might have been hoping to make him gawp at her a little. 

She gathered her courage and tugged the garment over her head, tossing it onto one of the towels, before tossing him a small grin over her shoulder as she uncapped her sunscreen and got started on lathering up her arms. “I told you I was lily white,” she teased to cover up her own nerves. 

“Is no’ like I’m any better,” Fitz pointed out, but his eyes were fixed on her. He wasn’t at the point of gawping - he had better manners than that, at least - but he was fascinated by the subtle curves of her. His eyes tracked over her, only to turn away quickly, focusing on the water beyond her when he caught her head turning his way. He might actually unhinge his jaw when she slipped those shorts off, if he wasn’t careful to control his reaction. 

To distract himself, he tugged his own shirt off, self-conscious not so much of anything in particular, but just rather body shy. Fitz was rarely in any sort of undress around other people, much less Jemma. 

She kept her back to him as she worked the sunscreen into her skin, working as quickly as she could without missing any spots. The last thing Jemma wanted was to go home with any kind of burn; there was no faster way to suck the fun out of a good day out. 

She came to the point where she had to decide whether or not she was ready to shuck off her shorts, and after only the slightest hesitation, she undid the snap and shimmied them down her legs, kicking them onto her blanket when they dropped around her ankles. They’d have to come off eventually, she reasoned, and she might as well get over her nerves sooner rather than later. Besides, he’d see her in her full suit as soon as they went swimming anyway. 

Jemma glanced back at him then, quickly scanning over his lanky form, taking a moment to allow her eyes to wander over his back and shoulders, liking the way the muscles shifted under his pale skin, before speaking. “Fitz?” she called softly to get his attention. “Would you help me with my back?”

He’d been expecting the question after their conversation when they’d first planned this little adventure. Fitz had started putting his own layer of sunblock on, trying to focus on anything but her. He didn’t want to get caught staring and he definitely wasn’t sure he wanted to see what she thought of him without his shirt on. At least now it gave him a good excuse to take a minute to prepare himself for having his hands on her bare skin. “Yeah, jus’ a sec. Le’ me finish this. Y’ can do my back, too.” 

“Yeah, Fitz, that’s fine,” she murmured before turning her attention to her legs, skimming the excess lotion in her hands over each one before turning to face Fitz. Jemma noticed that he seemed to close in on himself, suddenly reverting back to the awkward young man she’d met the first day of their lab. It occurred to her that he was nervous being so exposed before her, not unlike her nerves at him seeing her, and she felt a knot of nervousness loosen that she hadn’t even realized she’d been carrying. 

She turned to face the water, keeping Fitz in the corner of her eye, not wanting to make him nervous, but unwilling to look away entirely, either. He might be self conscious about his body, but he really was quite physically attractive, what with the breadth of his shoulders suggesting that he’d fill out a bit more before he finished growing, and the way his azure eyes flashed on the rare instances he smiled. 

Jemma set her teeth into her lower lip, trying to hide her own nerves, and she focused her eyes on the raft that floated a few yards out. She couldn’t help but wonder in that moment if she hadn’t landed herself in a world of trouble where Leo Fitz was concerned, and damn if she wasn’t eager to find out. 

Fitz finished putting sunblock around his ears and rubbing it into his face and neck, swiping his hands on his towel before crawling over behind Jemma and holding his hand out for the bottle. He glanced down at the label and chuckled, releasing a little of his tension. “You’re as bad as I am, lass.” The SPF was the same high number he’d bought for himself, although it was a different brand. 

It took him a moment of struggling to open the cap with slippery hands until he pinned it between his knees and thumbed the bottle open. Fitz’ brows knit, considering, and he set his hands over her shoulders to start rubbing the sunscreen into her back. 

The softness of her skin under his fingers was a shock, but he caught himself and tried not to let on that he was savoring the opportunity to touch her like this as he worked over her shoulders, making sure to get her neck, and then down Jemma’s back. 

She reached up to move her ponytail out of his way before allowing her eyes to slip shut and relaxing into his touch. His hands were tentative, fingertips ghosting over the skin of her shoulders, and Jemma had to fight the urge to lean back into the gentle pressure. 

Fitz was a gentleman about it, working quickly without lingering too long near the fastenings on her top or venturing too low on her back, but it still set her heart to racing, the barely-there feel his calluses where they scraped over her spine and slight flare of her waist. The sensation caused her to shiver just the slightest bit, and she tucked her legs into her chest, chin resting on her knees, to cover the reaction. 

“Hopefully that high number helps,” she casually threw back at him, hoping he’d attribute her reaction up to the light breeze that had just blown across them and not the feeling of his hands on her bare skin. “Otherwise, I’ve a feeling we’ll both be uncomfortable on the ride home.” 

“I think i’ will be fine, as long as we remember t’ keep puttin’ more on when we get out o’ th’ water,” he murmured. His eyes were fixed on her back as he worked, carefully making sure her whole back was covered. They narrowed at one point, and Fitz leaned one way then the other to look at her sides before smoothing his hands forward to rub sunblock there too, meeting the faint white line from where she’d covered her front. 

Jemma nodded and lifted her arms a bit to give him better access to her sides. “I’m sure you’re right,” she agreed, twisting a bit to face him as he finished with her back. She reached out a hand, asking for his own bottle of sunblock. “Here, let me get you now.” She shifted herself to face him fully, and gave a little twirl of her finger to ask him to turn around for her. 

He gave her a small, faint smile, and grabbed his own bottle to hand to her. Fitz turned and settled onto the spread-out sleeping bag again but he was tense and braced for her to touch him. The last thing he needed was to embarrass himself by popping an erection because his best friend put sunblock on his back. Fitz just… wasn’t used to being touched. Especially not by pretty girls. Most especially one who had propositioned him. 

As much as he’d tried to forget about that, he still hadn’t managed it. And that was the worst possible thing for him to be thinking about right now. 

Jemma scooted close behind him, her shins pressing against his lower back, and uncapped the bottle. She squirted some into her hands, and rubbed her palms together to bring it up to body temperature, not wanting to startle him. She mimicked his actions, starting with the tops of his shoulders, and slid her hands in toward his neck, allowing her thumbs to press in a bit more firmly along his nape. 

Her brow furrowed and lips twisted into a bit of a frown as she realized just how tense he was beneath her fingers, and she allowed her fingers to dig in a bit more firmly as she spread the white lotion over his back. It was only reasonable, she figured, that she multitask and work out some of those knots, too. 

Fitz let out a soft noise of surprise when her fingers dug into his trapezius, which was always tense, even when he wasn’t nervous about Jemma touching him. The slide of her thumbs up his neck and back down to press in against the knotted muscle felt way too good. He dropped his head though, giving her room to work without making any sort of protest. If she really meant to do this, he certainly wasn’t going to say no. 

His shocked gasp wiped the frown from Jemma’s face, and she turned her attention to working over his deltoids. She was struck again by how surprisingly strong his shoulders were, although given the fact that he did all of the heavy lifting in their lab, she shouldn’t have been quite so shocked. Jemma shook her head ruefully and refocused on the actual task at hand: covering his back with sunblock, not admiring the way he was built. 

She didn’t want to know what he’d think of her if he knew she’d been contemplating the finer points of his musculature, not after she’d propositioned him. He clearly hadn’t been interested, or he wouldn’t have taken up with Alicia. The reminder of their beautiful classmate, and what had passed between her and her lab partner, sucked the joy out of the task for Jemma, and she finished her task quickly, working in broad strokes down to the base of his spine before curling her hands around to cover the parts of his ribs and sides he hadn’t been able to reach. 

“There, that should do it,” she said with a light pat on his shoulder. “Let’s see about lunch, yeah?” She dropped the tube of sunblock onto the blanket, and scooted back so she could unfold her legs and stand. Suddenly the prospect of lunch was all the more pressing with Alicia gloating in the back of her brain. 

Unsure what had changed, Fitz held still for her while she finished, but even without looking at her he could tell that something was wrong. Jemma had gone from what may as well have been a massage to brisk and businesslike in the space of a few moments, and surprisingly, the impersonality of it had been more uncomfortable than the familiarity she’d started out with. 

The pat on his shoulder and the feel of her shifting away from him had Fitz turning to watch her, peering up at her from behind his sunglasses as she moved to dig in the cooler. One sandy brow rose at her silence and he sucked in a breath. “Would y’ like help, or would I jus’ ge’ in your way?” he offered, trying to judge her mood. 

Jemma looked up when she heard his voice, aware that her eyes were too wide to truly appear innocent and unassuming, but she brushed it aside. She’d hate to let him think anything was wrong, and in truth, he couldn’t be faulted for the thing with Alicia. It wasn’t as if he owed her anything in that regard. Decided on that, she gave him her best smile and gestured him over with a small nod. 

“You’re never in the way, Fitz. Come here and tell me what you’d like for lunch. I made a few varieties…” Jemma trailed off as she tugged the carefully wrapped sandwiched to the top of the cooler. “I have roast beef with provolone, turkey and swiss, or prosciutto with mozzarella.”

He obligingly moved closer, but his head was cocked ever so slightly. Something was definitely off. Between the wide eyed attempted innocence, the false smile and the stiff line of her shoulders, Fitz knew her well enough by now to know something was wrong. Sidling over to her, he ‘accidentally’ bumped his shoulder against hers, peering down into the cooler to see what else she’d brought along. 

“No wonder tha’ thing weighed a ton,” he chuckled, seeing the neat stacks of containers she’d created. “An’... I’ll try wha’ever tha’ las’ one was. Never had i’ before.” Jemma was always offering him bits of exotic foods after she’d gone hunting for something she was craving, and Fitz was getting better about trying them without her having to wheedle. 

Jemma smiled when he brushed against her, taking comfort in the incidental touch. Fitz may have gone out with Alicia, true, but he was still her friend, and he clearly still wanted to be around and spend time with her. Otherwise, he never would have gone along with this trip idea in the first place. She clung to that thought, and pushed away the niggling sting of rejection; his friendship was worth more in the long run anyway. 

She managed to give him a genuine smile as she handed him a sandwich, quickly followed by a small container. “Prosciutto and fresh buffalo mozzarella,” she repeated, giving a small laugh when she saw his dubious look. “It’s good, Fitz, I promise. And it’s better with this.” She pointed to the container with a small knife she had produced out of her tote bag before handing both off to him. “Pesto aioli. I made it myself. Try it with a little bit and see what you think.” 

Fitz settled, leaving room for her next to him, and eyed the green spread for a moment before lifting the top slice of bread away and adding it as she suggested. He sealed the container back up and handed it to Jemma, who had halted her rummaging to watch him, and took the first bite. It wasn’t until the third bite, when he effectively got the full mix of all three ingredients, that his chewing slowed, considering. “Oh. Tha’s really good,” he admitted when he swallowed the bite and could speak again.

“Alrigh’, I’m no’ goin’ t’ make you trade me for somethin’ else, y’ can si’ down an’ eat now, lass,” he teased when he realized Jemma was still staring. “An’ pass me somethin’ t’ drink, if y’ dinna mind.” 

Jemma saw the way his eyes lit up as he swallowed, and felt her chest swell a bit with pride. Fitz was a picky eater, and it had taken months for her to get him to try things without her poking and prodding him into doing it. She glanced down at the sandwich in her hand, one of the other prosciuttos, and dropped it in favor of turkey; if he really liked it, she’d leave the rest for him. Jemma grabbed two waters as well, and went to sit next to Fitz on the sleeping bag. 

She sat closer than perhaps what was strictly necessary, letting her knee brush against his and handing him his water before she unwrapped her own sandwich. “So does that mean I should keep that one in the snack rotation, hmm?” she asked before taking a delicate bite of her own meal. 

Fitz glanced over at her when she brushed against him, but she was already busily unwrapping her own sandwich, “Yeah, y’ can keep this one. An’ dinna look so smug. I didna fuss abou’ tryin’ the san’wich or the… wha’ever tha’ green stuff is… this time.” 

Jemma managed to chew and swallow before laughing at his expression. She had been feeling smug, and he might have been right to call her on it, but even that couldn’t diminish the bubbly feeling in her belly. She liked knowing she’d made something he enjoyed. “Just keep in mind, the more you fuss, the less likely I am to cook for you again.”

“Oh, please, lass,” Fitz chuckled, shooting her an amused look. “Y’ cook for me because is the easies’ way t’ keep me happy an’ focused. We both know I’m a right bastard t’ be aroun’ when I’m hungry.” He bumped her elbow with his, trying to get her to keep smiling. “This is really good, though. I mean… y’ havena really pu’ anythin’ in front of me tha’ I havena liked so far.” 

He caught himself and then made a correction. “Th’... wha’ was i’.... Ethiopian? thing, doesna coun’. Tha’ was jus’ gross.” There had been something about the texture of the spongy bread and the flavors that just hadn’t set right with him. African foods tended to be earthy and solid, but that… Fitz gave a little shudder just thinking about it. She’d had him try proper Indian food, Thai, Vietnamese and a few other things and they’d all been good. He was rather fond of the Brazilian steakhouse and churrascaria she’d taken him to, as well. But that… never again. 

Jemma leaned back, and this time when she laughed, it started deep in her belly and shook her entire frame as she leaned back, recalling his initial reaction to injera and watching the memory play across his face. He’d been a good sport about it, finishing most of what had been put before him, even though he’d clearly disliked it. “Fitz,” she squeaked out once she’d calmed her laughter, “I’m still sorry about that. I promise, no more Ethiopian food.” She nudged him with her elbow, rocking into him a bit as she did so, her previous heaviness regarding Alicia fully faded from her mind, and nodded toward his half-eaten sandwich. 

“Let’s hurry up and finish,” she wheedled, eyes drifting out over the water to lock onto dock floating gently on the lake. “The sunscreen should be set, and I’m kind of dying to get in the water.” 

“Alrigh’...” Fitz focused on his sandwich for a few minutes, which resulted in most of it being quickly polished off, resisting the urge to be stung by her laughter. Jemma didn’t mean it cruelly, but he was still sensitive to it. Maybe even more so, coming from her, than he would be from anyone else. At the same time… god, he loved when he could get her to really laugh. 

Finishing the last bite of his sandwich and licking a bit of escaped pesto aioli from his thumb, Fitz wandered down to the water’s edge while she finished her own. Dipping his toes in, he called back to her, “Is goin’ t’ be pretty chilly th’ first few minutes, but i’ could be worse.” 

Jemma looked up when he called back to her, and finishing the last of her sandwich, gathered the little bits of debris they’d left behind and deposited them in the nearby garbage can before joining him at the water’s edge. She took a step into the water, allowing it to cover the tops of her feet, and felt a shiver run through her despite the warm sunshine. 

She playfully cut her eyes toward him, her tone teasing, as she said, “I thought all you Scots were impervious to the cold.” She arched a brow at him for added effect, hoping to make her humor clear. Ever since they had cleared the air over what had happened with Alicia, Jemma had been trying to make herself as transparent as possible. That one, measly little spat of theirs had been more than enough for her, and Jemma never wanted the privilege of repeating it, or one like it. She was sure there’d be other arguments, that was only natural between two people, but she didn’t want the cause to be because she’d kept something from him.

Jemma took a deep breath, her toes showing pale green as they skimmed across the sandy bottom, and took another few steps forward until the water hit her at mid-thigh. “It’s not so bad at all,” she called back to Fitz, turning to face him as she reached down, gathering water to pour over her shoulders, arms, and chest in an attempt to acclimate the rest of her body to the temperature of the water. 

“We are, bu’ I though’ you Brits hate th’ cold,” he teased back, “Fair warnin’ an’ all.” Fitz grinned at her as Jemma came down to the waterline and waded in. He caught the shiver and smirked, knowing she’d never admit to the water being cold now - he probably wouldn’t either. Happy that whatever caused that awkward moment earlier seemed to have passed, Fitz followed her in.

He’d only made it a step or two when she started scooping water up and pouring it over herself, and Fitz froze, staring. He knew what she was doing, but why did it have to be so unconsciously sexy? There were a lot of things she did that were like that, and he had a love/hate relationship with all of them. He’d never really thought of her like that until she’d made that bloody offer, and now he was doing it all the time. 

Forcing himself not to stare as his body started to take definite interest, Fitz hurriedly waded in further, past Jemma, where the cold water could take care of that particular problem. “How good of a swimmer are y’, lass?” he asked, glancing out at the floating dock further out in the water. She’d lived all over as a child, he couldn’t imagine she’d never swam in lakes and rivers before. It was much different than swimming in a pool. 

Jemma straightened up and watched Fitz as he waded out past her, studiously keeping his gaze averted. There was something odd about his gait, stiffer than usual, and she couldn’t help but cock her head to the side as she tried to puzzle out why exactly he was suddenly refusing to look at her. But then he spoke again, asking whether she was a strong swimmer, and she brushed her concern aside. It clearly didn’t need to be dealt with in the moment. 

She waded over to him, the water rising gradually up to her navel as she came to a stop next to Fitz, her elbow bumping his as the plants littering the bottom grew thicker and tangled around her toes. She turned toward him, shielding her eyes with a hand and squinting a bit to make out his face as she grinned. 

“I could make it out to that dock, if that’s what you’re asking.” The truth was that Jemma was a strong swimmer, and could not only make it out to the dock, but to the other side of the lake and back if she really wanted to do so. Her father had made sure she’d learned to swim as a child, just on the off chance she wandered off and into trouble on one of their numerous excursions. She didn’t get a chance to do it often now, but she had no reason to believe she couldn’t still swim distances, provided she paced herself. 

“Alrigh’ then, c’mon. Meet you there,” Fitz said, pleased with her confident response. Trusting she’d follow, he waded out a bit further before ducking down into the water and taking off, much faster fully under the surface than he’d be above, given his swimming style. The water cooled further as he moved away from the shoreline into deeper water, and although it was a little murky, he figured there was a good twenty to thirty feet of water out here. He popped up for a breath and looked around for Jemma. 

Jemma elected to stay on top of the water, wanting the option of being able to look up to orient herself if she needed. Still, she pushed herself, not wanting to fall too far behind Fitz lest he decide to use it as an opportunity to gloat about the “natural superiority” of the Scottish over the English. The memory of that particular debate made Jemma roll her eyes, even as she kept the pace of her forward crawl steady, her body easily cutting through the water. 

Just then, Fitz suddenly popped up before her, sucking in a deep breath and looking around, presumably to make sure he wasn’t too far off course. He looked rather disoriented in the moment, and Jemma couldn’t possibly refuse the opportunity to tease him a bit. As she swam past him, doing her best to stay out of his line of sight, she ran her fingers over his shoulders. She saw him start for just a moment before her momentum carried closer to the dock, and pushed Fitz out of her line of sight. 

Oh, so that’s how it was going to be. Fitz smirked and ducked under again, switching to a dolphin kick and powering past her, ever competitive, especially when it came to Jemma. He was winded when he got there, popping up at the edge of the dock, but he’d beaten her, which is what counted. Treading water, with one hand braced on the weathered wood, he grinned when she reached him. “Though’ y’ were goin’ t’ be sneaky, lass?” 

Jemma glided up to the dock only a few seconds behind him, and pressed one of her own hands into the wood next to his. Her position put her practically right up against him, bobbing in time with the rocking of the platform. “Nothing sneaky about what I did, Fitz.” She gave him a small, sly grin. “If I wanted to be sneaky, I’d have done something like this…” She ran her hand over the top of the water, splashing Fitz full on in the face, and scrambled up the side of the dock before he could retaliate. 

Fitz spluttered, shaking water out of his face and tried to catch her, only to inadvertently grab her arse. Drawing his hands back as if he’d been burned, Fitz blushed brightly and immediately stammered out an apology, “Shite. Jem, I didna mean t’ do tha’, I swear.” Pressing his lips together before he said anything else, and very, very thankful he was still in the water, he drew his arm back to splash her where she was now perched on the dock. 

Jemma flinched away from the spray of lake water, but even that couldn’t wipe the smirk from her face. Leo Fitz was flustered. Because he’d grabbed her arse. And even though she knew he’d only done it accidentally, the lingering feeling of his hands on her caused her heart rate to skyrocket. She looked down at where he was still floating in the water, face red as ever and seemingly unable to meet her gaze. It was almost sweet, the way he couldn’t bring himself to look at her, and Jemma couldn’t resist teasing him further. 

“It’s okay, Fitz. I was starting to wonder when you’d realize I was a girl. Glad to see you finally picked up on it.” She gave him a saucy little wink before reclining back on her elbows and turning her face toward the sun, her legs still dangling off the edge of the dock into the water. Jemma was well aware of the picture she must have presented, back arched and head tilted back, forcing her chest out, and she felt a thrill run down her spine. She was teasing Fitz to the best of her ability, and now could only wait and see if he’d take the bait. 

His eyes tracked over to her, wide and surprised at her flirtatious tone along with the completely unexpected words, and then caught the way she’d draped herself over the edge of the dock, feet dangling, body fully on display as droplets of water slid over her skin. Jemma was gorgeous and right at this second, his hormones were thinking far less about her being his best friend and more about how bloody sexy she was. 

“I’ve always known you’re a girl,” he managed to rasp out, his voice dropping into a lower tone than usual. “Especially after tha’ night at th’ Boiler Room.” Her flirtation had been pretty unmistakable, and Fitz moved, hoping he wasn’t about to get smacked for his trouble. He reached up to catch one of her hands, tugging to urge her to sit up as he shifted over in front of her knees. 

He stared up at Jemma for a long moment, searching her face and the expression in those hazel eyes, before he moved again. Bracing one hand on the edge of the dock, the other reaching to curl behind her neck, Fitz pressed a kiss against her mouth. Short and sweet, he let her go after just a moment to slide back down into the water, a bit nervous now as he waited for some sort of reaction. 

Fitz had been so quick, his kiss so fleeting, that Jemma hadn’t been able to respond to it. Hell, if it hadn’t been for the lingering feeling of his fingers pressed into her neck, she wouldn’t have been sure it had even happened. She cocked her head to the side, watching him where he treaded water, one hand still firmly planted on the dock next to her thigh, keeping him in place in front of her. His nerves were nearly palpable, making Jemma both nervous and curious as to why he’d feel that way. 

No matter what, though, she couldn’t let him run. 

That was the only truly clear thought she had, and so it was with that in mind that Jemma scooted forward on the wood and slid into the water, purposefully trapping herself between the dock and Fitz. She slid her hands onto his shoulders and towed herself into him, trusting that he would maintain his grip on the dock and not allow them both to float away into the center of the lake. 

“That’s not fair,” she chided him gently, “kissing a girl and not giving her a chance to respond.” Her eyes darted across his face, taking in his shallow breathing and jumping pulse point in his neck, as well as the faint blush that was tinging his cheeks pink and the fact that his eyes were wide and a little bit wary of her. But it was his mouth that fascinated Jemma, and she couldn’t help but stare at it as she pressed herself just a bit closer, wondering how his lips would feel against hers if Fitz actually took his time. 

The slick slide of Jemma’s wet skin against his drew a choked noise from him, his body reacting with shocking suddenness to her proximity. She was staring at his mouth, not meeting his eyes, and her expression was… hungry. His fingers tightened, clenching where he was holding onto the dock, and he leaned in, pressing her against the side of the float as he kissed her a second time. Hesitant and slow, Fitz gave Jemma time to push him away if he’d completely misread her, and himself time to learn her mouth more than the too-quick kiss he’d laid on her before. 

The scrape of the weathered wood on the bare skin of her back was a rough counterpoint to the gentle press of him against her, and Jemma couldn’t help but gasp at the conflicting sensations. Fitz, unsurprisingly, was different from the few other boys she’d kissed; where they had rushed in, eager to conquer and claim, he took his time, learning her, studying what she liked, and she smiled against his mouth when she realized his examination of her was very nearly scientific. She shouldn’t have expected any less from her lab partner. Bolstered by his reaction to her, Jemma slowly slid her tongue along his lower lip, a gentle petition to deepen the kiss. 

Fitz hadn’t intentionally set out to make it quite so studied, but was rather more concerned with Jemma. This was his best friend he was kissing, and even though she was beautiful Fitz had his hesitations about anything happening between them. Her tongue skimming over his lip was pure temptation though, and as he’d done with Alicia - Fitz inwardly cursed himself for thinking of the other girl when he had Jemma in his arms - he gave himself over to kissing her. 

Curling his fingers behind her neck again, Fitz’ tongue swept into Jemma’s mouth, confident now where he hadn’t been before. Being a virgin didn’t make him entirely clueless and if he was going to take this chance with her, he was damned well going to make it good. 

Fitz was good at this. It was the first thought Jemma had when she felt his fingers press into her neck once more, holding her where he wanted her as he plundered her mouth. She hadn’t expected him to be quite this good at kissing, not with him being a virgin, and she immediately felt guilty for the thought. She was no better than the girls who had been mocking him in the cafe. The thought weighed her down, making it difficult for her to lose herself in the feel of Fitz’ mouth working over her own… that was, until he slid his tongue against hers, drawing a low moan from her throat and causing her arms to tighten around his torso. 

It was fantastic until the moment when Fitz considered that she still might be feeling sorry for him. But maybe, if she was still willing, he could take her up on that offer. He hadn’t expected her to be quite so sweet to kiss, warm and willing, eagerly returning his attention. His fingers were tangled in her hair, body plastered against the length of hers, and at some point he’d let go of the dock in favor of holding onto her, arm wrapped snug around Jemma’s waist and holding her tight. 

So when Fitz drew back this time, he didn’t go far, only to lean his forehead against Jemma’s, breath panting out into the small space between their mouths. “Is… is tha’ offer still open, Jem?” He’d likely only get his heart broken, knowing he wanted more from her but only getting this, but at least it would be something. Maybe it would be a thing until she found someone she really wanted to be with. 

They’d sunk a bit when Fitz had pulled her close, and Jemma had to scramble to work an arm through the ladder to keep them afloat. That handled, she allowed herself to be distracted by the feel of his bare skin pressed against hers, and the way his fingers curved over her waist as he held her close. She was intrigued by this version of Fitz, the one who could kiss her senseless at the drop of a hat, something that his usually staid manner had never even hinted at, and wanted the chance to explore him a bit more. 

Which was why Jemma’s stomach did a pleasant little flip when she processed his question, a little thrill shooting through her when she realized that Fitz hadn’t forgotten her offer at all. Being his first was a big deal, and part of her was nervous about it; if something, anything, went wrong, there was a good chance that their friendship would be ruined. He might be better off with another girl… but when her heart clenched, an image of a smiling Alicia floating across her mind, Jemma knew she couldn’t live with that. 

She locked eyes with him, knocked momentarily breathless by the clarity of the blue and the intensity of his stare, and nodded, her nose brushing against his as she did so. “It is if you want it to be,” Jemma whispered before leaning in to press another kiss to the corner of his mouth. 

Fitz nervously waited for her to respond, eyes fixed on her face, searching. He wouldn’t beg, no matter how much he wanted her - and wanted to be done with this entire bloody virginity thing for once and for all. She seemed almost dazed, and Fitz felt a little thrill go through him. He’d done that. He’d gotten Jemma Simmons’ brain to stop functioning at 110% for the first time since he’d met her. 

She finally spoke, and he nearly missed the words when Jemma leaned in to press her lips to his skin again. “I wouldna have brought i’ up if I didn’t,” Fitz pointed out with a husky little chuckle. He glanced over his shoulder at the shore, which seemed awfully far away now. “O’ course, my walle’ is back there,” he said, making a face. “Since I wasna expectin’ this t’ happen.” 

Jemma hadn’t fully recovered from the shiver his low chuckle had sent down her spine when her brows knit together at his words. He was carrying condoms in his wallet? The realization was a sharp wake up call; it wasn’t her Fitz had been hoping for, rather the opportunity to lose his virginity. That stung more than it should have, and she had to bite her own lip to keep from tearing up. 

She’d offered. He’d accepted. She’d go through with it because she wanted him, when everything was said and done. 

It was as simple as that, even if she did end up hurt in the long run, once Fitz had gotten over the hump of losing his virginity and found another girl… but she’d deal with that once she came to it. Instead she steeled herself, and gently curling her fingers around his jaw, tugged him back around to look at her. “Even if you had your wallet,” she began, trying to keep her voice steady even as she nervously licked her lips, “do you really want your first time to be on a public beach? Where anyone could happen by?”

He stilled, eyes going wide and realizing he’d gotten ahead of himself. “Oh, I…” His cheeks flushed pink and Fitz let her go as if he’d been burned, looking around as if they’d already been caught. After the incident with Alicia’s friends, he was more than a little shy of witnesses. “Yeah. Yeah, good poin’.” 

Fitz could feel his cheeks burning and cursed inwardly for still finding a way to bollocks it up after finally getting the nerve to do something about his crush on his best friend. What was he going to do now, after making things so incredibly awkward? “‘M sorry. I dinna know wha’ I was thinkin’. I jus’...” In for a penny, in for a pound. “You’re gorgeous, y’ know? I guess I go’ distracted.” 

After all, it wasn’t as if he could make things any worse. 

Jemma missed the feeling of his hands on her as soon as he let go, and couldn’t help the soft sound of regret that slipped out of her mouth. Fortunately, Fitz didn’t seem to notice, apparently lost in his own thoughts and suddenly shy of her. His shyness made her own nerves flare up, and she fought to keep them in check, until she processed what he’d said. 

Gorgeous. Fitz thought she was gorgeous? The knowledge sent a sudden giddy rush through her, and a grin bloomed across Jemma’s face as she watched him tread water a few feet from her. She released her grip on the dock and drifted over to him, her eyes dropping to the water as a blush rose in her own cheeks. 

“You weren’t the only one who was distracted, you know,” she told him, voice falling softly into the space between them. “That kiss… that kiss was something else, the good kind of something else,” she quickly explained, seeing something odd flash in his eyes. “And I don’t see why we couldn’t enjoy that, first, before moving on to… other things.”

It was selfish of her, and stupid in a way since it would only result in her being hurt, but she wouldn’t mind easing into this at all. Besides, the longer she managed to drag this out, the longer she’d get to keep him to herself, without worrying about the Alicias of the world sniffing around Fitz. 

The silence after he spoke went on just long enough that Fitz’ heart sank in his chest, nerves jangling anxiously and wanting nothing more but to duck under the water and swim until the heat in his cheeks and the certainty that he’d just completely mucked up went away. And the sheer embarrassment. Jemma could have any guy she wanted - Fitz still wasn’t sure why she was single after all this time - and even if it wasn’t serious, she’d offered… 

And he’d blown it. Nothing new there. 

His eyes cut over to her from their distant stare when she spoke. Fitz only just managed to catch his jaw from falling when it went loose on him, both from her words and her sleek, effortless drift through the water. He reached for her without thinking, fingers closing around her upper arms, unsure what he should do - pull her close again or fend her off. 

Fitz met her eyes, the blush rising on his cheeks again, both from the compliment about his kissing and her unspoken assumption about him. “I’m a virgin, no’ completely innocen’,” he muttered, reeling her in and searching her face from inches away, hope lifting his heart back into his chest where it was supposed to be. “If y’ want more kissin’, I can do tha’, lass.” 

Her breath caught at his comment about not being an innocent, and suddenly Jemma was full of questions. She wanted to know who and where and when and what had happened, but held her tongue. Those kinds of questions wouldn’t serve anything now, other than feeding into the rather disturbing jealous streak that she was developing. 

Instead of asking any of the questions running through her head, Jemma merely nodded. “I do want more kissing… and while you might not be completely innocent,” she added, throwing his own phrasing back at him, “it’s a good way to learn each other. Physically. You know. Before we actually go to bed together.” She forced herself to stop speaking, fearing she was only making it worse; if she kept her tongue wagging, Fitz very well may tell her forget it all together. 

Catching the way her face lit up with curiosity, Fitz laughed and shook his head at her only to stop and stare at her when she kept talking, sandy eyebrows drawing together. “I wasna sure tha’ was still… After wha’ just happened. I mean…” He ducked his head, scrubbing a wet hand over his face to shut himself up. “Ahh, nevermin’. C’mere, lass.” 

He closed the small distance between them and set his mouth over hers once again, both of them dropping low in the water until they remembered to keep treading even as they focused on each other. 

~*~ 

The sun was dipping low on the horizon, tinting the sky with pink and purple when Fitz pulled into a parking space outside Jemma’s dorm that evening. He was still floating a bit, mentally at least, from the time with her. 

After a while they’d abandoned swimming in favor of the floating dock, and then heading back to the beach to get dried off and curl up together on her sleeping bag, sharing kisses most of the time. Fitz had learned the spot low on her neck that made her whimper - and left a bit of a mark there from all his attention. She’d figured out that breathing or whispering into his ear sent him shivering, breath catching with lust and used it against him often. 

He thought they were both coming home a bit frustrated, since they’d agreed early on to keep things light and talk about Jemma’s offer later on. So when Jemma didn’t reach for the door handle right away, Fitz wasn’t entirely sure what she was waiting on. A beat later he’d turned in his seat to reach out and hook a finger under her chin, leaning in for another kiss. “Y’ should go on in, lass,” Fitz murmured against her mouth. “Is been a long day.” 

Jemma shivered at the sensation of Fitz speaking against her lips, sending little vibrations   
from his mouth to hers that desperately made her want to drag him upstairs with her. The entire afternoon had been like that, with both of them forcing themselves to hold back, be it Fitz gently toying with the straps on her bikini top, or the way she’d skated her fingers around the waistband of his swim trunks, and by now she was ready to scream in frustration. 

It was only the reminder that they needed to talk and sort out everything between them that enabled Jemma to pull away and look him in the eye. She thought she saw a bit of regret there, too, and licked her lips once more, considering the entire situation before finding the ability to speak. Despite the risk to their friendship, she couldn’t seem to stop herself. She wanted him to come upstairs with her, and found the invitation tumbling out of her mouth before she could stop to think twice. 

“Come back here, after you drop off the car.” It was a statement, not a request, and she caught his hand against her cheek when he tried to pull away. Despite the initial awkwardness at the lake, it had been a rather perfect day, between the swimming and kissing, and Jemma was loathe to let it end. “We can just watch a movie or something. Relax a bit.” She held his gaze, staring into those absolutely mesmerizing azure eyes,and silently pleaded with him to take her up on her invitation. 

His eyes followed the path of Jemma’s tongue across her lips, noting the hesitation before she spoke. It wasn’t until her fingers snugged around his, nestling her cheek into his palm that Fitz understood. A small smile caught around his mouth, especially when her expression and tone turned on him. What man in his right mind would be able to resist Jemma Simmons when she went sweet and affectionate and pleading on him? 

Not Leo Fitz, that was for sure. 

Even without the kissing, he’d have caved in an instant, not just because he liked her but because Jemma didn’t often ask for anything, not for herself, which meant he paid close attention when she did. “Alrigh’,” he agreed, “I can do tha’.” 

Fitz helped her carry her things into her building, resisting the urge to go upstairs with her right then. She looked a little lost when he went to leave, but he didn’t want to do anything overt with other people sitting around. “I’ll be back in a little bit, Jem. Promise.” 

Jemma bit her lip and shifted her weight side to side as he said his goodbye, resisting the urge to lean forward and kiss him. It’d be so easy to do, but the small audience lounging around in the lobby commons stopped her; she wouldn’t do them any favors by providing the Academy’s rumor mill with fresh fodder. Instead, she nodded as she pressed the call button for the lift. “All right, Fitz. I’ll see you in a bit,” she murmured, balancing both her tote and the cooler on her hip as she stepped through the metallic doors, giving him a small smile as they slid closed. 

She made quick work of putting everything away once she got into her room, tucking the leftover sandwiches and drinks into her small refrigerator before dumping the ice in the bathroom. Once she unpacked her tote, she slipped out of her shorts, tank, and suit in favor of a comfortable pair of flannel pants and a long sleeved shirt. She glanced at the clock, and seeing that she had some time, began going through the few DVDs she had tucked away in her bookshelf, trying to find something Fitz would think was tolerable enough to watch. 

For his part, Fitz hurried through returning the car to its assigned spot a few blocks off campus, grabbing his backpack from the backseat and debating stopping back at his own room before going to Jemma’s. It didn’t take much more than a minute to decide to skip going back to his dorm. He had a change of clothes in the backpack from earlier - they’d sat out long enough that Fitz’ swim trunks had dried and he hadn’t bothered changing before driving them home. 

It didn’t take long - it felt like mere minutes - before he was tapping on Jemma’s door. He got a couple of curious looks from people in the hallway, but most of them were already so accustomed to him being in her room that they hardly paid attention to his presence there in the hall. When the door swung open, he hurried in, shutting the door behind him to stare at her for a moment. How was she still so attractive to him in something as simple and mostly shapeless as pajamas? 

Jemma feared her smile was shier than she’d like, but she couldn’t help it, not with the butterflies that had suddenly taken up residence in her stomach. She’d stepped away from the door in favor of leaning against the footboard of her bed, and she nodded toward the DVDs she’d picked out. 

“I wasn’t sure what you’d like to watch, so I grabbed a few things that didn’t seem too twee, or we could just watch TV if you’d like…” she trailed off, suddenly aware of how she might be rambling, and set her teeth into her lower lip to keep herself from speaking. She moved to sit on the edge of her mattress, her fingers nervously twined in her lap as she waited for him to say or do anything, and did her best to will her nerves to quiet themselves. 

Her nervous expression made Fitz wonder if she’d changed her mind. Or if they’d gone too fast. Even though she’d made that offer, Jemma still didn’t seem like the type to just… jump in. Thinking back to that morning, Fitz was incredibly glad that she’d slowed them down, or he’d probably have made a total mess of things. 

Reaching out, Fitz ruffled Jemma’s hair and gave her a teasing little smile, trying to make her more at ease even though his own nerves were on edge. “Shhh, lass,” he said, “Give me a minute t’ see wha’ y’ picked, at least.” He flipped through the cases, grinning when he found she’d picked Robin Hood: Men In Tights as one of the options. It was impossible to be too serious about yourself when there was something that silly and funny on screen. 

Fitz slipped the disc into the player, crawling over Jemma’s footboard and past her to stretch out on his side, patting the space beside him. “Jemma. C’mere,” he said quietly, more unsettled now that she still wasn’t responding much. Did she think…? “We’re jus’ watchin’ a movie. Unless we both agree on somethin’ else, okay?” He wouldn’t push for anything she didn’t want to give. 

Jemma watched him as he settled onto her bed, his nerves clearly not effecting him the way they were effecting her, and oddly enough found herself eased by the sight. He was still Fitz. He was her best friend, and while she now knew the taste of his mouth as intimately as she knew her own, that didn’t change who they were to each other. 

She gave him a small nod as she lay down beside him, inching over so her back was pressed to his front, her rear settling in against his hips as she reached back and drew his arm around her waist. She threaded their fingers together, settling their hands low on her belly and craned back to press a quick kiss to his cheek before turning her full attention to the movie. 

The way Jemma curled against him was rather less platonic than Fitz expected, given her shyness, but he wasn’t averse to snuggling with her, even though they’d never laid like this to watch a movie before. He let her get comfortable, tugging his arm where she wanted it, and had a minute or so to enjoy just being close to her before his body reacted. 

It was probably to be expected, given the crush he was nursing combined with having Jemma’s arse nestled in against him, but he was a little embarrassed at his lack of control anyway. Fitz chuckled, his nerves finally making themselves known in the strained tone of his voice. “Uh. Y’ can ignore tha’. I’ jus’ happens, sometimes.” 

Jemma grinned, tipping her face toward her pillow, greatly amused by Fitz’s explanation. It was as if he’d forgotten entirely that she had a background in biology and was perfectly well aware of the male anatomy and its physiological reactions to stimulation. She took it as a demonstration of his own nerves, and felt her mind quiet some at the realization that he was just as tense about this as she was, and understandably so.

Even with their snogging this afternoon, laying in bed like this was somehow unbearably more intimate. Here, there was nothing to stop them from getting carried away, no missing wallet or potential hikers to keep them firmly in bounds. The thought made her stomach swoop a bit, and she squeezed his fingers between hers in response. “I know, Fitz, and it’s okay, I don’t mind,” she whispered to him over her shoulder, her tone gentle and understanding. “Do you want me to give you more space…?” 

Fitz arm immediately tightened around her waist, even before he got the words to come out of his mouth. “No. No, y’ dinna have t’ move,” he said quickly. Fitz ducked his head against her shoulder, suddenly as shy as she’d been earlier. “I dinna want y’ t’ think I’m bein’ pushy. Tha’s no… I’m no’ expectin’ anythin’.” 

He laughed again, definitely nervous and even a little sheepish. “I think this might have been easier with any other girl in th’ world,” he murmured, nuzzling against her neck with a soft sigh, “I wouldna be worried abou’ messin’ things up with my bes’ friend on top o’ probably makin’ a completely embarrassin’ mess o’ my firs’ time.” His thumb rubbed up the side of her hand where it was tangled with his. “I dinna want t’ lose y’ because I mucked everythin’ up.” 

Jemma leaned back into him, the soft heat of his sigh causing a shiver to run down her spine as her eyes fluttered shut. Fitz’ laugh had been humorless, betraying his own nerves as plainly as his words did, and she steeled herself to take the lead. She’d have to, otherwise they would just keep dancing around each other, taking one step forward and two steps back, ultimately ending up nowhere. 

She turned over in his arms, moving carefully, so she could look him in the eye. Her heart was racing, so much so that Jemma was certain Fitz could feel it thumping against his own chest, but she forced herself to speak. “Fitz, you won’t lose me. I knew what I was offering when I suggested this.” Her words came out haltingly, and Jemma swallowed in an attempt to make them come more easily. “And you won’t make a mess of it, no more than anyone else does,” she reassured him, bringing her hand up to cup his cheek as she spoke. 

He didn’t seem convinced though, his usually clear blue eyes darkened with some unnamed emotion and refusing to meet her own eyes squarely. Jemma scanned his face, eyes finally coming to rest on his mouth, and that was when it occurred to her. Kissing. Everything today had been much simpler when they’d been kissing, letting the emotion carry them instead of trying to force things. Certain she’d found the solution, Jemma leaned up to bring her mouth to his ear, and after pressing a kiss where his lobe met the corner of his jaw whispered, “Kiss me, Fitz. Please?”

Fitz stilled, bracing himself when she turned, expecting there to be some sort of censure in her face or words, but there was nothing but Jemma. Although, now she seemed just as nervous and it made his stomach clench tight. He hated when she was upset, doubly so when it was his fault. There was a fleeting thought, wondering if losing his virginity was even worth all this or if he should forget about it and let it happen when it happened, but her eyes were searching his face, worried. 

If she had been anyone else Fitz could have walked away, but even if he didn’t want her as much as he did, he’d never knowingly hurt Jemma that way. For all her bravado, even knowing she was only doing this because he was her best friend, Fitz knew Jemma wouldn’t take this lightly. And his nerves would only feed hers and vice versa. 

Her whispered request had him drawing back to study her face in return, Jemma’s hazel eyes peering up at him through long lashes. She was biting her lip, just the one corner, and Fitz smirked a little before tilting his head down to kiss her. Because of course, Jemma was right. It had been easier when they were kissing earlier and not thinking of all the ways this could go wrong. 

His hands lifted to curl around her jaw - both because he remembered from earlier that she’d seemed to like that, and because it would keep his hands from wandering into places they shouldn’t be yet. Not until they were both less nervous again. 

Jemma sighed into his mouth, relieved that he had bent down to kiss her after all; she’d had a real moment of fear that Fitz would refuse her, despite his holding her close and his body’s obvious response to her proximity. However, the feeling of his hands on her jaw, large and warm and solid, washed away that small bit of concern, and she gave herself over to kissing him, a soft sigh escaping her lips. 

Jemma allowed her hands to drift over his shoulders, fingers delicately probing the lean muscle she’d seen there earlier, before drifting down his chest to fist into the soft cotton covering his stomach. She tugged at him, her hips leaning purposefully into his as she scooted closer to Fitz, her tongue chasing after his own. His mouth was sending all kinds of pleasant shocks through her, causing her to shudder just a bit against him, and Jemma soon found the urge to let her fingers drift beneath his shirt nearly irresistible. Without thinking, she gave in to that, too, and allowed one of her hands to drift across his waist and down to his lower back, her fingers just dipping into the waistband of his swim trunks. 

Fitz was more than willing to let Jemma lead, since then he’d have some assurance that he wasn’t doing anything she didn’t want him to do. The wandering of her hands encouraged his, although the bulk of his focus was on kissing Jemma and soaking in the feeling of her hands on his skin. What was killing him was the way she’d pushed her hips into his, deliberately rubbing up against his erection. 

Swallowing hard, he fought back his nerves and the voice in his head that kept trying to tell him to behave himself, and slid one hand down to curve over Jemma’s arse, holding her in place as he pushed against her. It distracted him from their kisses and Fitz drew back to lean his forehead against Jemma’s as a sharper, more acute pleasure ran through him. 

The other hand slid under Jemma’s shirt and up her spine, tugging the soft cotton along with it as he splayed his hand between her shoulder blades as he’d done earlier, on the beach, returning his attention to her mouth. Fitz caught her bottom lip in his teeth, careful of the tender skin as he nipped lightly and licked at it. 

If she hadn’t known Fitz was a virgin, there was no way Jemma would have believed it. Not with the confident way his hand splayed over her arse to keep in place as he ground himself against her, causing her to squirm against him in response, or the way his fingers delicately danced over her spine, turning her insides to complete mush. 

She whimpered against his lips, quickly growing more frustrated by the lazy, heated way he was kissing her, and brought her hand further up his back, intent on exploring what she could by touch. She did her best to memorize the feel of his muscles as they bunched and released beneath his skin, but soon that tactile feedback wasn’t enough. 

Jemma wanted to see him, wanted to witness the trails of gooseflesh form on his skin as her nails scratched over him, and so she wound her fingers into the hemline of his shirt. With great effort, she dragged her lips from Fitz’, and with a gentle tug on his hem, whispered, “Off, please.”

Fitz quirked an eyebrow at her, smirking a bit at the dazed expression on Jemma’s face. He’d held back a lot on the beach to make sure they didn’t get carried away and that he didn’t forget himself again. “Told y’ I’m no’ innocent, lass,” he chuckled, a little sheepish. “Jus’ never had th’ chance t’ get much pas’ this. Or didn’t want t’, in a few cases. I’m only really nervous now because is you.” 

He brushed another kiss against Jemma’s mouth before drawing away, sitting up long enough to draw his shirt up over his head and toss it aside. Fitz blushed at the way Jemma was watching him, and didn’t lean back in right away, propping his head up on his elbow to watch her with his brows drawn together. “Wha’s tha’ look for?” 

Jemma couldn’t help but be distracted, yet again, by just how soft his lips were against hers, and the hazel eyes that tracked his movements as he pulled away were glazed over by lust, her lip firmly caught between her teeth. She found herself amazed yet again that this was Fitz, who despite all of his bumbling awkwardness and sharp words around outsiders, had somehow managed to freeze her typically overactive brain in its tracks. 

She allowed her gaze to rake shamelessly over his torso as he tugged off his shirt. He was certainly lanky, but in the way all young men are, long limbs and awkward angles concealing the promise of future muscle. As it was, Fitz would never be one of the behemoths churned out by Operations, but he was rather well toned about his shoulders and arms, and Jemma had to fight the urge to reach out and run her fingers along his trapezius and deltoid muscles before he settled next to her once more. 

Jemma shifted onto her back, pressing her side along his front as she looked up at him, her mind still churning over what he’d said. She made him nervous, something that she found hopelessly endearing, particularly for a boy who insisted on her knowing he wasn’t entirely inexperienced. That alone was the reason she could grin up at him, head cocked to the side as she took him in, from the curious spark behind his azure eyes to the way his brow knit together in concern. “It’s nothing, Fitz… I just… I mean...” she swallowed, her eyes darting away from his as she composed herself. Her grin widened just the slightest bit, and she brought her gaze back to his. “I make you nervous?” 

As much as he’d deny it, Fitz couldn’t help but be just a little - okay, maybe a lot - prideful at the look on Jemma’s face. He’d been told before that he was good at kissing and it was nice to know that Jemma seemed to agree. There hadn’t been a lot of girls, but there had been a fair amount of experience gained with each, not counting the neighborhood girls who seemed to have made a game of getting into every bloke in the area’s pants at least once. Fitz, apparently, had become something of a challenge to them after he turned the first one down beyond a bit of snogging. While he’d carefully avoided anything past that, he hadn’t been above getting some practice at kissing - and maybe a bit of fondling, too. 

Jemma’s eyes were still searching his body. She’d done the same earlier and it made him a bit self-conscious. Fitz knew he was rather pale and pasty and thin, and was still hoping (probably in vain, he knew) for a late growth spurt and a few more inches in height. The grin that spread her lips had his mouth and back tightening in response, suddenly fully expecting she was about to laugh at him for something. 

Fitz cocked his head at her stumbled words, suddenly confused. “O’ course y’ make me nervous. I mean, I’d be nervous anyway, as big a deal as this whole thing has become,” he muttered, referring to his virginity in general. “Bu’ you’re also my bes’ friend - I dinna wanna muck tha’ up. You’re gorgeous, an’ I’m a lucky bastard t’ even have a chance with y’, even if i’ is jus’ as a favor. An’ you’re no’ a virgin, so I could be terrible compared t’ whoever y’ had before! So please, lass, tell me why I shouldna be nervous?” 

He carefully slid the compliment into the middle of his half-rambled explanation, afraid if he left it for the end she’d catch the note of hurt and hint of sadness that this would only be this one time and nothing more. 

Jemma’s brows furrowed and lips pursed as his words washed over her. She hadn’t missed the softer, sadder tone in his voice, the one that pulled back the curtain to reveal his insecurities. He truly didn’t see how wonderful he was; he certainly knew his value in terms of his mental capacity, but he was caring, too, at least with her, and could always make her laugh on an off day. Even when they bickered, and his prickliness was at its utmost, Fitz managed to provide what she needed. He was the consummate lab partner and friend, and if the way he kissed her was to be taken as any indication, those same tendencies would show themselves in bed, too. If she were the wagering type, she’d put money down on Fitz being far more considerate than the other two had been. She simply trusted that, despite it being his first time, he wouldn’t be content with chasing his own pleasure, as they had sometimes been wont to do. 

Jemma’s heart twisted a little at the thought, and she worked one arm beneath him, bringing it up to wrap around his bare torso, as she gently tugged at his hand, bringing it to rest beneath her shirt, and encouraged his fingers to curl around her waist. It forced him to lean over her a bit, and Jemma took advantage of the situation to palm his cheek before carding her fingers through his mussed curls. 

This is who it should have been for her first time, she thought ruefully, sweet blue eyes and flushed cheeks and a slight edge of eager anticipation, not the knowing eyes and questing, conquering hands that had found her at sixteen. Fitz was someone she could love, and Jemma shut that thought away as quickly as she’d had it; he didn’t want love from her, at least not beyond what he was already getting. 

She leaned up, and brushed a kiss across his lips to distract herself from that line of thinking, well aware that it could only lead to heartache for herself. She sank back into the pillows, eyes focused on Fitz as she spoke. 

“You shouldn’t be nervous because it’s still just me, Fitz.” Her hand drifted out of his curls and down to his jaw, her thumb lightly gliding over his swollen lower lip.

“Yeah, is y’,” Fitz reiterated, He’d meant what he said - knowing this was Jemma with him was the most nervewracking thing about this entire experience. He couldn’t mess this up. It simply wasn’t an acceptable outcome for the night. The men she’d been with before… he didn’t know if they’d been good to her, or any good in general, how he might measure up against them. All he knew was that if he was attentive, at the very least, he should be able to make this at least a little bit good for her once they passed into… more unfamiliar activities. 

He pressed a kiss to her thumb where it was still drifting over his lip, before leaning forward to catch her mouth with his again. Fitz’ hands found their way under her shirt, callused fingers skimming in random patterns over her skin as he tugged her across the space between them. “C’mere, lass,” he murmured softly, his hold encouraging her to press in against him, “If we keep talkin’, I’m just goin’ t’ be more nervous.” 

Jemma allowed Fitz to tow her into him, eager for the contact with the skin he’d just exposed to her. She’d been so lost in kissing him earlier, at the lake, that she hadn’t taken the time to study him that she would have liked. Her own palms skated over his torso, cupping around his neck as they eased their way back into snogging, and drifted over his shoulders and down his pectorals. She carefully filed away the little hitch in his breathing, a smile tugging at her lips even as she kissed him again, as she ran her nails lightly over his sides and pressed her body flush to his.

In absolute thrall of him, Jemma twined her arms about Fitz as he kissed her, soft, lingering presses of his lips mixed with more heated nips and licks, as his hands wandered over her stomach, back, and ribs, only to pause tantalizingly close to the undersides of her breasts. She wanted to whisper to him, wanted to tell him it was okay, she wanted his touch, but Jemma kept silent. If he was worried that talk would only ruin things, she’d keep silent and would lead by example. She arched into him, slowly grinding herself against his erection and not bothering to cloak the frustrated mewl that worked its way out of her throat, or the way that she was panting when she broke away from his lips to kiss along his jaw and down his throat. 

Fitz was grateful that Jemma let him set the pace, his fingers lingering over her body and exploring at his own whim. This was about where his experience started to be more limited, but this was also Jemma and if this was the only time he’d ever get to be with her then he wanted to take his time. 

Of course, that didn’t last long, and Fitz had to smile when Jemma silently tried to push things along. The soft, high noise she made into his mouth had his cock twitching in his pants - it certainly didn’t help to have her wriggling against him that way. He wasn’t sure he’d ever been quite so turned on in his life. The shift of her body accompanied by her kisses down his throat encouraged him to slide his hands up, gently curving around Jemma’s breasts as if weighing them in his hands before lightly skimming his thumbs over her nipples. 

Her hiss of indrawn breath said he’d done something right, and Fitz bit his lip sharply as he drew back a little to watch what he was doing past the rucked up fabric of her top. Curious as ever, he experimented with different touches and pressure until he figured out which ones drew more of those mewls and moans from her. He leaned back into her, his mouth catching her earlobe and sucking gently before he rasped, “God, you’re gorgeous,” into Jemma’s ear. It was a hoarse, breathy whisper, more than a little awed. 

The rasp of Fitz’ calluses on the sensitive undersides of her breasts, his fingers tentative and gentle, caused Jemma’s heart to skip a beat. She had second guessed herself about forgoing her bra when she’d changed, undecided on if going without it was too forward when she reminded herself of exactly what it was they had decided would occur between them. Now, Jemma had no idea how or why she’d doubted herself, and found her back arching of its own volition, pushing into his hands as her own clutched at his back. 

She had a split second to worry that she’d been too sudden in her movements and had scratched him too hard before Fitz seized the opportunity demonstrate just how dexterous his fingers were. Her mind went blank for a moment, lips falling away from the join of his neck and shoulder as she sucked in a sharp breath. Heat flooded her, beginning where Fitz’ hands were toying with her and flowing out to her fingers and toes, leaving her feeling far too warm where she was pressed against him. 

But then, he broke his own rule, whispering his praise directly in her ear. It was his tone as much as his words that caused her to gasp. She had never heard that note before, and it made her knees go wobbly even as her mind raced to catch up. She turned her face towards him only to catch his jaw beneath her lips. It wasn’t what she’d wanted, but it would do, and Jemma began laying kisses to the flesh she could find with her limited reach. 

Fitz shifted too, catching Jemma’s mouth with his own and giving long, warm kisses that heated quickly when she continued to press her body into his. She whimpered against his lips when his hands drifted from her breasts to wander her body again, and Fitz found himself tugging at her top much as she’d done to his not long before. “Take this off, lass?” he asked. It wasn’t as if she wasn’t mostly bare to him from the waist up, but it was the right thing to do, leaving it to her choice. 

He drew back, intending to give her space to think. Those kisses were bloody addicting and enough to fizzle his brain out and Fitz hoped it was the same for her. Fitz couldn’t quite bring himself to stop touching her though, and after a moment he decided the top could stay for the moment. He kissed, nipped and licked his way down her neck, lingering at her collarbone for a few moments. Fitz glanced up at her, blue eyes searching, but Jemma’s nerves seemed to have vanished. 

Slowly, giving her plenty of time to tell him no, he pushed her top up further, pressing a line of small, soft kisses down her chest, alternating with small flicks of his tongue until the firmness of her sternum gave way to the softness of her breast. 

Jemma had managed to pull her hands from his body as soon as Fitz had asked her to remove the offending article, her fingers tangling in the hem and ready to tug it over her head when he apparently changed his mind. Not that that was any real issue for Jemma; Fitz’ mouth was good for something more than spewing brilliance and the occasional quip, and he set about demonstrating that on the incredibly sensitive skin of her neck. 

She gave herself over to the sensation with a breathy moan, her fingers threading through his hair to keep him from pulling away as he slowly but surely pressed on. His eyes bored into her, his sapphire gaze burning hotter than anything she’d seen before, and the realization that she put that look there caused shivers to run down her spine. Jemma whimpered as Fitz nudged her shirt further up, causing the material to bunch beneath her arms, as he continued to lavish attention between her breasts. 

But when he shifted once more, his lips meandering further south, Jemma tugged gently at his curls to get his attention. His eyes were confused when they met hers, and she leaned forward to press a kiss to his forehead. “Let me get this off, okay? It could be distracting, and I’d rather not be distracted at the moment.” 

Reluctantly, she relinquished her grip on his hair so she could tug the cotton tee over her head, and let it drop over the side of her bed onto the floor. That handled, she tugged Fitz close once again, sighing at the sensation of his bare skin on hers, and gave him a small, somewhat knowing, grin. “Now, where were we?” 

Fitz reluctantly shifted back to give her room to pull the shirt off, but caught her before she got too comfortable when she tried to snuggle in against him again. He pushed her gently to lay on her back, levering himself up to lean over her, finding Jemma’s mouth and starting his path from there down to her breasts all over again. 

He took his time, taking in Jemma’s breathy sighs and soft noises until Fitz eventually reached her breasts again, lavishing them with attention from both his mouth and his wandering hands. He shivered when Jemma’s fingers tightened on his shoulders, silently encouraging his exploration. Fitz’ overactive mind was still swimming with thoughts - mostly desires now, but there were still anxieties and fears clamoring in the back of his mind. 

The arm he was bracing on started to ache, and Fitz had to draw away from her and ease back down to her side, although he curled his other arm around Jemma to tug her along with him. He shifted onto his back and gave her a gentle tug, wanting her pressed against him but to still have his hands free to play over her body. 

Jemma gladly followed Fitz when he rolled onto his back and encouraged her to press against his side; she wanted more of him, his mouth, his touch, and she was certain that if she was asked to separate herself from him, it would be nearly impossible for her to do. She leaned over him, capturing his mouth with hers, and as they kissed, a slow slide of lips and tongue, Jemma’s mind couldn’t help but wonder how much dopamine he was causing to flood her system. Not that it mattered much; she was already addicted to the way he held, caressed, and kissed her, and it hadn’t even been 24 hours of this. 

Jemma took her lips from his with a soft sigh. Going back to being nothing more than his lab partner and friend would be tortuous tomorrow after knowing him like this, but she opted to distract herself by pressing kisses down his throat instead of dwelling on it. Dwelling would only cause more heartache in the long run. She experimented with her tongue and teeth, grinning when Fitz moaned softly or pressed his hands more firmly against her, and repeated the action, wanting confirmation of her hypothesis. 

She found herself stymied, however, when it came to reaching the other side of his throat. Even pushed up on her arm, the angle was awkward. She pulled away from Fitz, smiling almost shyly at his seemingly disappointed groan, and moved to straddle his hips. She felt her nerves jangle a bit when his eyes widened, realizing how exposed she’d left herself to his gaze, but she forced them to the side as she leaned back into him. Her lips easily found the opposite side of his neck as she allowed her weight to settle onto him more fully, and Jemma couldn’t help the moan that slipped past her throat as she brushed against him just so. 

Fitz let his hands slip down to her hips, fingers curling around them and holding on. He was still in shock that any of this was even happening, although he was pleased that she seemed to be pleased with him. Even if this was just a one time thing, Fitz didn’t want to disappoint her. His head tipped back at the urging of her mouth running down the side of his neck and he shivered as the sensation ran through him. 

He bit his lip sharply, a choked moan bubbling up from him when Jemma’s mouth latched onto his collarbone. God, even the places he knew were sensitive on his body were even more so under her touch. Fitz trembled, worried that he was going to embarrass himself once she got to the point of taking his pants off. Too nervous to keep them still, his hands began to roam again, skimming up over her back. 

Jemma felt a bit of pride well in her chest with each of the sounds he made, even as the slight trembling of his hands made her long to hold him close and kiss him slowly. She resisted that temptation, though, afraid that if she allowed herself to be too tender with him, allowing him to leave her in the morning would be more difficult than it already would be. Besides, this wasn’t meant to be about her; this was about Fitz, and making his first time as pleasant as she possibly could. 

That thought firmly in mind, Jemma opted to focus on lavishing his collarbone with attention, and she kissed, licked, and nipped her way across it with gusto. His reactions, the soft moans and the way his hands clutched at her hips, caused her mouth to turn up in a secretive grin, pleased that she was able to tease those sounds out of Fitz. Jemma’s focus was broken, however, when Fitz began to skim his hands across her bare back, his calluses causing her to shiver in her own right. 

She stretched out above him, pressing their chests close together, and tilted her head so she could kiss him once more, her teeth scraping gently against his lower lip. Still, she wanted more of him, so as she allowed her tongue to slip into his mouth, she gently nudged his hands from her back, encouraging one to palm her arse while bringing the other up to cup her breast. 

Fitz took direction well. From Jemma, at least. 

Letting her direct his hands, he wasn’t sure how much time passed during their heated kisses before he twisted onto his side again to face her. His fingers moved around the curve of Jemma’s hip to untie the drawstring on her pajama bottoms, slipping his hand inside, slowly down to cup her over her panties. His hand was at an odd angle, wrist twisted uncomfortably, but the heat of her radiating against his palm meant he didn’t want to move even to relieve the discomfort. 

He drew back from their kisses to watch Jemma’s face as he slowly rubbed his fingers over her. From here on, he was in completely new territory and had to trust her to tell him what was good and what wasn’t. Fitz was already turned on enough that just knowing where this was going had him on edge. 

The unexpected twist of Fitz’ hips beneath her caused Jemma to topple to the side, and she’d been ready to voice her protest until she felt his fingers skate across her hip and low over her belly. That caught her attention, sending a happy shiver through her body, and she grinned against his mouth. Still, she sucked in a sharp breath when he slipped his hand beneath the soft flannel, not having expected him to be so bold, given his previous nerves. 

Jemma’s breath hitched, a soft sigh caught in her throat, as his fingers brushed against her center. It’d been a while since she’d had someone touch her this way, and even through the thin cotton of her knickers his tentative strokes sent sparks up her spine. She squirmed against him, looking for the best angle for contact, but had difficulty finding it with both of them on their sides. 

Wanting to keep Fitz as close as possible so he didn’t think she was trying to pull away, Jemma slipped an arm beneath him and shifted onto her back. She felt a little wanton, but couldn’t help the way her outside knee fell open, giving him room to touch her as he pleased. She reached up with her free hand to draw him back down into a heated kiss, her hips arching into his hand as she slid her tongue against his. That only sufficed for a few minutes, though, the cloth barrier quickly becoming a frustrating hindrance to the sensation Fitz was offering. 

Jemma could feel her cheeks flush as she broke their kiss, her hand drifting down to twine their fingers together. Her action stilled his movements, and she could see a brief moment of panic flash behind his eyes as she took his hand from her. “Shhh, trust me,” she murmured reassuringly to him as she brought their hands to inch below the elastic band of her panties, their joined fingers slicking through her arousal as she showed him just how she wanted him to touch her. 

For a moment Fitz thought Jemma was going to push him off, but the curl of her arm around him said otherwise. If that wasn’t enough, her lips were against his a moment later, and the heat of the kiss she laid on him said more than enough about how much she wanted him. He let out a shuddering breath as her hips shifted against his fingers, feeling the heat of her radiating through her panties. 

He stilled when her fingers found his wrist and moved his hand, and he hesitated when she pressed their joined fingers in against her labia. “Hold on a secon’,” Fitz whispered against her shoulder. Drawing his hand back, he hooked his thumb into the waist of her pajama pants and tugged them down over her hips, repeating the motion on the other side. It wasn’t enough to expose her, the fabric only revealing a trace of fine hair that was soon covered by his palm as he slid his hand back under. His wrist wasn’t at that awkward angle now though, which was a relief. 

Insinuating his hand between Jemma’s and her body, he cupped his fingers over her, the tips of all four fingers gently rubbing against her. Her kisses had shoved his nerves back, letting him know that it might have started as a favor, but she wanted this just as much as he did. “Alrigh’, lass,” he murmured, “Where were we?” 

Fitz’ voice was sinfully low, his brogue, which had grown thicker with desire, seeming to rasp over her exposed skin and sending a shiver through her entire body. Jemma forced herself to meet his eyes, their usual bright blue now a dark navy, pupils wide as he observed her with the kind of intensity she’d only seen him utilize in their laboratory. He was more confident now, his digits stroking against her experimentally beneath her own fingers, and Jemma happily tipped her face upward to kiss his jaw in response. If he was near anywhere as observant in her bed as he was in the lab, he had absolutely nothing to worry about. 

“Right about here, no?” Jemma puffed out against his neck before glancing down their bodies to where their fingers disappeared beneath her pajama bottoms. She had wondered at first why he hadn’t simple pushed the flannel off of her legs; she certainly wouldn’t have told him no. But something about this was wildly titillating, watching the play of muscles and tendons in Fitz’ forearm and only being able to gasp as those talented, dextrous, and callused fingers of his carefully repeated the teasing patterns she taught him. 

Jemma could feel her body flushing further, although whether from arousal or a slight twinge of embarrassment for acting so wantonly with her best friend she couldn’t tell, as she guided him toward her clit. She moaned when the pad of his middle finger pulled across the sensitive nub, her pelvis bucking into the motion instinctively. She directed him lower, and leaving his fingers teasing just outside her entrance, pulled her own hand away and turned to kiss along his throat. Fitz had the basics of what she liked, and she had no doubt that between that and his creative mind, he’d have no problem finding any number of pleasurable ways to entertain them both. 

Startled when she drew her hand back, Fitz hesitated for a moment, but took encouragement from the restless shift of Jemma's hips. He knew the basic anatomy well enough to have a good idea of where things were, and she'd given him enough to start with... Fitz' mouth twisted into a small smile when he caught himself thinking about her like a theory, concept and now an experiment. 

His own body was trying to make demands on him, a hot rush of lust sweeping through when he took the time to realize that all that slick heat would eventually be wrapped around him. Shuddering a little, he brought his attention back to her, slowly skimming two fingers up from her entrance and over her clit before running them back down. She shivered and let out a soft noise, and he buried his face against her shoulder, shutting out a sense or two to better focus on touch. 

The first few sweeps of his fingers were tentatively experimental, starting with what she’d shown him before branching out to try putting his own twist on things, but they were still enough to make Jemma squirm as she sought to meet the contact. If she’d been more cognizant, she might have been ashamed at the way she gave herself over to her lust without a second thought. She hadn’t been with many other men, however, the few she’d been with hadn’t made her mind drift like this either. 

If she’d had all of her faculties, she might have realized it was trust that was the deciding factor. 

But in the moment all Jemma registered was Fitz, seemingly all around her, and when he ducked his head against her shoulder, hiding his face from her, she chased him instinctively, desperately wanting every point of contact with him she could get. She buried her nose in his curls, inhaling the lingering scent of lake water and sunscreen as she trailed her free hand across his stomach, her fingers skimming through the patch of tawny hair just below his navel before she tugged on the drawstring of his boardshorts and slipped her hand inside, her fingers wrapping delicately around his erection. 

“Wai’, wha’... Jemma.” Fitz choked out around a moan as her fingers stroked him, then swore when she tightened them. “God, tha’ feels... tha’s…” He cut himself off again with a garbled noise, but had to reach down and push her hand away. “I canna believe ‘m sayin’ this, bu’ if y’ keep doin’ tha’, we’re never goin’ t’ get t’ the point o’ all this.” 

It hurt to even say, a sharp reminder that this would be the one time he’d get to be with Jemma this way and then it’d be back to just being FitzSimmons. Not that he disliked that, or didn’t want to be part of it anymore, but Fitz desperately wanted more. Fitz swallowed hard and his hands returned to her pajama pants, tugging them down and off from where he’d left them low on her hips, leaving her naked before him. 

He stared at her for a long moment, stunned by how bloody gorgeous she was. Not that she wasn’t when she was clothed, but there was something about all that pale, perfect skin, dotted with light freckles… Fitz couldn’t resist leaning back in and kissing her while his hands wandered her body, but when he pulled back it was to strip his own remaining clothes off and lever himself up over her. 

Jemma watched him shamelessly as Fitz shucked out of his own clothing, hazel eyes drinking in every last detail of him that she could. She memorized the way his eyes skimmed over her body with reverence; how his hands fumbled with his wallet, shaking slightly with nerves, before fishing out a foil packet and dropping it on her nightstand; and how he felt against her, skin heated with arousal as he stretched himself out above her. She clung to everything, a slight edge of desperation creeping into her desire as she did her best to create something she could keep even after tonight. 

She kissed him deeply as he settled above her, teeth scraping gently over his lower lip as her knees fell open in a blatant invitation. Fitz accepted readily, pressing Jemma further into her mattress and making her gasp as his cock, hard and insistent, twitched against her inner thigh. She wanted to reach down and get her hands on him once more, if only to search out whatever sensitive spots her fingers could find on him, but held herself back. That wasn’t what he wanted, clearly, from what he’d said, and so Jemma settled for squeezing his hip as she nodded toward her nightstand. 

“Fitz,” she whispered, voice breathy with need, “get the condom.”

The next few minutes were a blur to Fitz. Jemma’s kisses had his head spinning, and the heat of her against his cock was driving him more than a little crazy even before she spoke. Those four little words sent him fumbling toward the nightstand, abandoning her momentarily to kneel between her knees and clumsily roll the condom on. Beyond his expectations, Jemma reached for him when he was done and tugged him back down over her for another kiss. 

His hands traveled down her body, one settling at her hip and the the other delving between them - first to slide gentle fingers into her folds, double checking that she was ready, and then to guide himself in. Fitz pulled back from the kiss, biting his lip sharply as he struggled to find the right angle - and control himself as he slipped inside of her. 

There was a heated battle inside himself as he fought to resist the instinct to go faster, hesitating a couple of inches in to pry his eyes open and look down at her. Her eyes were closed and he wasn’t quite sure what that expression meant, but it made his heart twist in his chest. Damning the consequences, Fitz nuzzled against her cheek, hoping she’d look at him, even as another little shift brought him further inside. “Jem?” he whispered, “Hey. Is this okay?” 

Her eyes had slid shut on a half sigh when Fitz first grabbed her hip, his fingers gentle but firm as they caressed her, making her shiver in anticipation of him. Jemma had forgotten this moment, the nearly unbearable intimacy of the way the world narrowed and the feeling of wonder at being this close to another human being. The fact that it was Fitz above her, and the reverent way he’d touched her from the start, made her heart melt with an overwhelming affection. 

When he made the first push inside of her, Jemma kept her eyes shut, now as a brace against the protest of muscles that hadn’t been used in a while. She knew the momentary discomfort would pass soon enough, and focused on keeping her hips still so as not to rush him through the moment. She wanted this to last, too, wanted to capture this memory as best she could in her mind’s eye. 

Jemma forced her eyes open though when he called her name, his voice thick with emotion, and gasped as the force of his gaze hit her. She had never seen his eyes so dark, nor had she expected the longing she saw there. Almost of their own volition, Jemma’s arms came up to wrap around his neck, anchoring him to her as she gave in to herself and wound her legs over his hips. 

“Oh, Leo,” she gasped as her change in position brought him further inside, “so much better than okay.” Jemma nuzzled his own cheek affectionately and kissed along his jaw to capture his lips with her own once more. There was so much more she wanted to say to him, but kept quiet for fear of scaring him away. Instead, she settled for pouring herself into kissing him, hoping her actions could sufficiently explain what her voice wouldn’t. 

The intimacy of the eye contact was too much. Even though he’d wanted her to look at him, Fitz was suddenly terrified that she’d see too much. Before he got too far down that path though, Jemma wound her arms and legs around him, drawing him in, in more ways than one. Her words relieved his worry, but god, did she have to call him Leo now of all times? He groaned into her mouth, both from the almost painful emotion coursing through him and the arousal from her twining herself around him like that. 

Stilling his hips, he focused on kissing her, nipping at Jemma’s bottom lip before soothing the sting with his tongue. It wasn’t until Jemma gave a seemingly unconscious roll of her own hips and tightened her legs around him that he finally drew back from her mouth, setting his forehead against hers as he pushed the rest of the way in, letting out a shuddering breath and a moan when he bottomed out inside of her. 

His fingers stroked her hip, calluses rubbing softly over tender skin, and brought his other hand down to mirror it before both hands wandered restlessly over her body. Fitz needed those few moments to savor the feeling of being so close to her, to brace his heart against falling further in love with her, before he did anything else. He’d known from the start that the only way this was likely to end was with his heart breaking, but it was going to be even worse with the way she was responding to him. There was a piece of Fitz that wished he’d never agreed to this - that he’d never have gotten this glimpse of how it could be between them. 

Another shuddering breath steeled Fitz’ nerves as he drew back, slowly figuring out a rhythm, although he wasn’t able to hold onto the slow, gentle pace for long. She simply felt too good, and the sight of Jemma Simmons stretched out beneath him woke something primal in him, even with all the emotions he was feeling. 

Jemma whimpered, feeling needy as his hands skimmed tenderly over her body, his touch filled with something akin to awe. She could swear that he was cataloging her, memorizing freckles and scars and the way she twitched involuntarily as he brushed over her ticklish spots. Her own hands wound into his hair as she took her own inventory of him, hazel eyes darting from his swollen lips and his panting breath to the tight lines in his shoulders, arms, and stomach as he struggled to keep himself still. 

She didn’t want that. No, Jemma wanted to see him give himself over to the moment, to them, wanted to lose herself in the fantasy that this was real, as dangerous as that might be. She wanted to pretend, at least while they were together like this, that this was only the first time of many, and there’d be dates and time together to learn what they each liked, and so she purposely rolled her hips once more, encouraging him to move. 

Fitz’ first strokes were careful, measured as he found his rhythm, bringing a smile to Jemma’s lips as she pressed kisses over his throat and shoulder. She lifted her hips to meet his, matching his rhythm with a choked moan as she risked a glimpse of his eyes once more. There was fire there now, burning deep within the sapphire orbs, and Jemma felt a thrill shoot through her at the thought that he’d burn her up like this. It was an outcome she’d happily accept, so long as it meant getting to be with him this way. 

That thought firmly in mind, Jemma gave herself over fully to the moment, his name falling off of her lips. 

Her whimpers and moans were only driving him higher, the faster pace bringing him closer and closer with every move and Fitz only belatedly realized that she probably wasn’t going to finish this way. Stupid, he berated himself. After all this, how could he be so stupid as to not make it good for her. Being a virgin was no excuse - he wasn’t totally ignorant. 

Too far gone to hold himself back now without completely withdrawing from her, it seemed to take far too long to settle on twisting his hand down between them and setting his fingers over her clit. It didn’t take more than a few strokes to know he didn’t have the coordination right now to do that properly, but left his fingers there and let their own movements push her against his fingertips. Hopefully it would be enough. 

Fitz other hand came up to curl behind Jemma’s neck, drawing her up to meet his mouth for more kisses and then hold her in place while his lips caught at her ear and then trailed down her neck. He couldn’t get enough of her, drinking in everything he could and saving the memories away. The soft sounds she was making, the sinuous flow of her body as she moved in time with him, how her limbs wrapped around him and kept him from getting too far away. If he didn’t know better he’d think she was clinging to him, but Jemma Simmons didn’t cling. 

He shifted his hips to a slightly different angle, and Jemma did some shivering thing in reaction, clamping down on and around him along with a shaky moan almost directly into his ear. Fitz found himself slipping off the edge into his own orgasm, his hips’ rhythm faltering as pure feeling overwhelmed him. For several long moments Fitz’ world narrowed to him and Jemma and pleasure, completely unaware of the groan he let out, fading to a soft whimper, or the quiet words he muttered against her skin. 

It wasn’t until the soft “I love y’, lass,” registered in his brain that Fitz realized what he’d truly done. It was over. It was all over. This, them. Their friendship, their partnership. She’d never forgive him for letting this all happen under false pretenses, and nothing would ever be the same. His entire body tensed and stilled, feeling cracks slowly forming, like a sheet of ice before it fully shattered, as he stared down at her. Jemma’s limbs loosened from around him and he couldn’t help himself - he scrambled back and up to sit on the edge of the bed, head buried in his hands. 

Jemma had been there, right on the precipice of orgasm, caught up in the feeling of his rough fingertips pressed against her as he pushed on and the sweet words he whispered in her ear. Words like sweetheart and gorgeous and wonderful, things she had never hoped to hear from Leo Fitz, and had never realized how hearing them in his passion-soaked brogue would affect her, sending her just out over the edge. Jemma wanted to cling, to hold him close and have him feel what he did to her… but then her world came to a stand-still. 

I love y’, lass. 

Whispered so softly against the shell of her ear she almost didn’t believe she’d heard him correctly, would have denied it if her heart hadn’t clenched with desperate wanting. She wanted to believe those words were true, even though she knew she shouldn’t hope for as much, and had loosened her arms around him so she could get a better look at his face. 

She was only rewarded with the barest of glimpses hurt blue eyes before he flung himself away from her, coming to rest at the edge of her bed. His posture practically screamed his pain, head hung and shoulders slumped. Jemma sat up, not bothering to take the time to cover herself, and cautiously pressed herself against his back, her legs bracketing his hips as her arms wrapped around his stomach and head rested against his shoulder. She closed her eyes, willing back the tears that wanted to come, and pressed a kiss to his shoulder blade. 

“I’m a coward,” she began, voice strained with emotion. “Such a coward. I wish I’d found the courage to say it before, so we both knew when…” Jemma sighed, struggling with finding the right words. “Leo, I’m in love with you, too. You were just brave enough to say it first.” She pressed a kiss to the side of his neck and tucked her forehead against his spine, her lip caught between her teeth. It was easy to confess after what he’d said, but she was terrified he would push her away, or tell her that he’d only been caught up in the moment. 

A piece of Fitz wanted to grab his things and run, but he knew he couldn’t. It wasn’t fair to her. It was bad enough he’d just basically shoved her aside immediately after she’d had sex with him. If there was any chance of salvaging their friendship, he had to stay put. To explain that just because he loved her, nothing had to change. They could go on as friends and forget all about this if she would just forgive him. 

He felt her move across the bed, and the rapid circling of his thoughts and regrets screeched to a halt, fully expecting a barrage of accusations or to see her walk away from him. The feeling of her wrapping herself around him, soft skin warm against his as Jemma cuddled in, had Fitz swallowing hard against the rush of longing. Oh, how he wanted this. She was silent for a long moment, and Fitz stayed as still and quiet as he possibly could, confused and heartbroken, waiting for something. Anything. 

Fitz could hear the tears in her voice when she finally spoke, and the tiny flame of hope he’d felt at her touch flickered, hating himself for hurting her. But then she kept on, and by some miracle Fitz got his wish. 

I’m in love with you, too.

He’d never thought she would… Fitz had taken so long to understand what he wanted, but when he’d realized he loved her, he’d never thought that she’d ever love him back. Unsure, terrified of screwing things up more than he had, he found her hands where they were laid over his stomach and twined his fingers with hers. “Jemma,” Fitz said brokenly, “I’m so sorry. I never meant t’ make such a mess o’ things. I didna think…” 

Jemma’s face was buried against his spine and Fitz thought he felt her tremble against him. Horrified that she might be crying, he craned his head back and then twisted, trying to see her. “Jem… shhh. C’mere, baby girl,” Fitz whispered, gently tugging her hands to encourage her to move. “Please come here.” 

Jemma peeled herself from his back, trading the solid feel of him pressed to her front for the feel of him pressed against her side as Fitz settled her across his knees. Her head tipped to rest on his shoulder, eyes still clenched shut against the tears that were threatening to spill over. She nuzzled against him, fighting to get herself under control. 

He pulled you close, she reminded herself, and called you baby girl. He could have walked out, but he stayed. He meant what he said. Jemma lifted her head to press a soft kiss to his jaw, unable to fully wrap her mind around anything she wanted to say. 

Fitz loved that she curled up in his lap without any further urging, but hated the way she was huddled against him, clearly upset. He wrapped his arms around her, hesitantly, unused to his partner seeming breakable. Jemma was so much stronger than he was most of the time, and Fitz was careful with her now. He’d already caused more than enough damage for one day. One wide palm stroked up and down her back and arm, trying to soothe her quiet sniffles. 

After a bit, he felt Jemma nuzzle at his collarbone and then lift her chin to press a kiss against his jaw. Fitz pressed his own lips to her temple and tipped his head to lean against hers. Now that she seemed to be calming, other things were making themselves known - like the sticky feeling of the spent condom still on his body. He gave her a gentle squeeze and another soft kiss on the cheek. “Why don’t y’ lay back down an’ ge’ comfortable, lass? I’ve go’ t’ use th’ loo, bu’ I’ll be righ’ back. I promise.” 

Feeling more under control, Jemma nodded, pausing only to kiss Fitz softly before she clambered off of his lap, allowing him to stand. She watched him from the corner of her eye as he made his way over to the en suite bath, feeling more than a little needy. Her tears were under control, but she still craved contact, and wanted him as close as possible for the time being. 

The next best thing, for the moment however, was to slide beneath her blankets, and let the heavy feeling of the comforter stand in for the weight of Fitz’ arms. It was a poor comparison, though, and Jemma found herself with her eyes glued to the door, waiting for him to reappear. She smiled, sweet and reflexive, when he came back into view, and pulled down the corner of the comforter for him. 

“Come hold me, please?” she pleaded, voice soft in the space between them. 

Fitz had been all ready to apologize again, but the sight of Jemma’s smile when he came back out was a completely unexpected gift. Accompanied by her clear desire for him to stay close, it was far more than he had any right to expect. Padding across the room to her bed, Fitz caught himself blushing faintly at the way she watched him. It wasn’t as if she hadn’t gotten a good look earlier, but her frank appraisal had him feeling a bit self-conscious. 

He slid into the space she’d made for him, settling on his side to face her, head propped up on his elbow. Jemma had asked him to hold her, but he thought maybe they should clear the air first and make sure they were properly understanding each other after that complete mess just a little while ago. “Jus’ so y’ know… I mean’ wha’ I said,” Fitz said quietly, “I never planned on tellin’ y’ - tha’s why I panicked. I’m sorry for tha’. I’ wasna fair, an’ was damned rude o’ me. I dinna know why y’ love me back, bu’... I’m grateful. I dinna deserve y’ an’ I know i’.” 

Jemma felt her heart beat speed up and her stomach clench when Fitz admitted that he’d never planned on telling her he loved her. It wasn’t out of fear or anger, but rather sorrow at the idea that if it hadn’t been for one crazy thought that popped into her head, she might have never known. She brought a hand up to his face, thumb stroking tenderly over his cheekbone, and just looked at him, her lab partner, best friend, and now, hopefully, lover. 

“I’m no better, Leo,” she told him, inching closer. “I was so afraid that you didn’t care for me, not the way I wanted, that I had resigned myself to having once with you and then having to watch you go on to date other people.” Jemma swallowed, her nerves still jangling despite Fitz’ nearness and apparent willingness to stay with her. “But I’m glad you said it, and I wish I’d had the courage to say it sooner.” She leaned up and kissed him softly before speaking again, a slightly wicked glint entering her eye. “Just know that I plan on telling you that I love you in the future, and more often than only when our clothes are off.”

He watched her expression shift as he spoke, still uncertain, but tipped his head into her touch before he’d made up his mind to do so. Fitz had missed touching and being touched, and given that this was Jemma, he was loathe to say no to her about anything. When she replied, he winced at her comment about him moving on to other women, knowing he’d done nothing to make her think otherwise. She distracted him from the morose turn his thoughts were about to take by kissing him, and the mischievous expression on her face didn’t necessarily bode well for him. 

“I think I can handle tha’, lass,” he agreed, “An’ there was never goin’ t’ be any other women. Pretty sure y’ would have ruined me for anyone else.” Jemma had been easing closer to him as she talked, and Fitz closed the last distance between them by reaching out and tugging her in. Lowering his arm and laying his head on the pillow next to hers, Fitz cradled her against him, tipping his nose down into her hair with a soft sigh. “This was definitely no’ how I expected today t’ end up.” 

The knot of worry that had taken up residence in her chest after he’d pulled away from her finally loosed itself, and Jemma was able to giggle softly against his chest. “No, I most definitely did not think this was how our innocent little trip to the beach would turn out,” she agreed, snaking the arm that had been pinned between them over her own waist so she could capture Fitz’ fingers. She snuggled further into his chest and grinned as she remembered the events of the day. “But I’m certainly glad it did.”

“You know,” she began, tone overly casual, “I’d been hoping the bikini would get a bigger reaction than it did.” She craned her neck to look up at him, and catching Fitz’ perplexed expression, smiled in response. “I don’t know if I should be pleased you aren’t enough of a letch to have oogled me, or upset that it didn’t work the way I’d hoped.” 

Fitz relaxed when she accepted his affection and curled in closer to him. Her casual tone alerted him that something was up though, and he tipped his head to watch her closely as she spoke, curious what she was up to. Her words made him grin, and he leaned in to press a kiss to her forehead. “Jus’ because y’ didna catch me didna mean I wasna lookin’, lass. An’ trus’ me, I was lookin’ plenty.” 

“I was all set on behavin’ myself an’ no’ sayin’ anything abou’ i’ until y’ posed on th’ dock like tha’ earlier. Chris’, lass,” he laughed, even more of his tension easing now that things were edging back to normal between them. Well, normal barring being snuggled up together like this. More that their easy conversation and humor was back. “I nearly swallowed my tongue when I looked up an’ caught y’ leaned back like tha’, drippin’ wet in tha’ bikini.” 

Fitz’ laugh reverberated through his chest, creating a pleasant buzz beneath Jemma’s ear, and caused her to grin more broadly at him. She had liked the sound before, but this way, pressed against him and nude, she found she liked the way it felt even better. Feeling playful, Jemma arched her back a bit, stretching before settling back against him, this time slipping her leg over his to nestle between his knees. Her new position brought them even closer, and gave her and even better opportunity to tease him a bit. 

Resting her chin on his chest, Jemma met his blue eyes squarely. “You know, if you liked the bikini, I have some bra and knicker sets you might find interesting.” She let the comment hang there, giving Fitz plenty of time to process her words as she did her best to feign innocence. 

It took him a moment to let it sink in, but Fitz got the meaning of her words pretty quickly. The sparkle in her hazel eyes and the deliberately innocent expression on her face gave it away first. “Oh, y’ little minx. Do y’ mean t’ tell me tha’ you’ve been wearin’ lingerie under your clothes all this time an’ I didna know?” The very idea had Fitz’ hormones roaring back to life. The bikini had been plenty to fuel his imagination, but now he was seeing Jemma in all sorts of sexy, lacy lingerie in his mind’s eye. 

He let out a quiet little groan and shook his head. “You’re goin’ t’ be the death o’ me, I can see i’ now.” What a way to go though. A piece of him was still in shock at everything that had happened today. Waiting to wake up, actually. Fitz figured he had to be dreaming about lying naked in bed with Jemma Simmons, teasing him about bras and knickers. 

Jemma’s brows lifted toward her hairline in response to his accusation, and she gave Fitz a look of feigned hurt as she shifted, carefully straddling his stomach so her face was level with his own. Once there, she pouted at him a bit more, her arms propped on the pillow on either side of his head. She leaned down and kissed him, slowly but with plenty of heat, grinning when she felt his erection bob lightly against her arse. It was exactly the response she’d been hoping for, and Jemma began pepper his neck with kisses. Slowly, she worked her way toward his earlobe, and took a moment to nibble at it, enjoying the way Fitz reacted beneath her.

“A girl needs to be prepared, Leo,” she explained, her voice a hot whisper in his ear, her smirk evident in her tone. “One never knows when she’ll have the opportunity to jump her incredibly intelligent, yet spectacularly dense, lab partner. I just wanted to be sure I was ready for you.” 

The last thing Fitz was expecting was for Jemma to crawl on top of him. His cock had already renewed its interest when she’d brought up lingerie and now her arse was awfully close to it. Forcibly stilling his body from trying to arch against her, Fitz lost that grip when she laid a slow kiss on him, with more heat behind it than he’d expected. He groaned when she continued down his neck and up to his ear, body trembling beneath hers with lust - and still a bit of nervousness. 

Fitz shivered visibly, goosebumps rising over his skin when she whispered in his ear - the brush of air against his skin was enough right now to turn him on further and her words had a hot blush following it. He’d never, ever dared to dream of having Jemma Simmons naked on top of him, telling him she’d wanted him all along and bought lingerie with him in mind. She really was going to be the death of him. 

Reaching up, Fitz let his hands skim over her body - she’d seemed to like that before - spread wide to touch as much of her as he could with fingers and palms. “Y’ could have jumped me any time, lass. I would never tell y’ no.” 

Jemma’s eyes slid shut briefly as Fitz’ hands ran over her, calluses catching against her skin, making her shiver and lean into his touch. On her bad days, the days when she had really allowed herself to become distracted by Fitz in class, his hands had been one of her fixations. Watching him as he fiddled with the equipment, or fine tuned one of his prototypes, had been more than enough to make her wonder what he could do to her body given half a chance. Now though Jemma knew that reality was better than fantasy, and she felt herself grow even slicker in anticipation of him putting those dextrous fingers to work on her once more. 

She kissed him again, finally giving in to the temptation to fully lower herself against him, allowing her hips to press against his as they ground into each other, trading kisses that ranged from soft and teasing to dangerously heated. Eventually, needing oxygen, Jemma pulled away with a soft, giddy sigh of pleasure. 

“I wish I’d known that sooner,” she whispered against his lips as she brought one hand to skim over his chest, taking care to lightly scratch her nails over his flat nipples. “We could have been making good use out of that key we talked Weaver into giving us,” she teased, eyes glinting as she brought her hand behind her to brush her fingers over his erection. “Although, I suppose there’s no reason we couldn’t still use it now, if we really wanted.” Jemma gently wrapped her hand around Fitz as she spoke, slowly stroking over him as best she could from the awkward angle, her lips finding their way to his earlobe once more. 

This had to be a dream, Fitz thought again to himself. All of it. He was going to wake up any time now, his sheets and blankets a wreck, and it might just break his heart. Certainly having just had sex with Jemma Simmons, and now hearing her say she wanted more with him while she laid over him this way couldn’t possibly be real. Fitz knew he had a brilliantly creative imagination, but this was just a bit much. 

And yet, it was real. Jemma’s breath was a hot reminder against his skin, fingers teasing over his body until they closed around his cock again. Sucking in a breath as his eyes slid shut and his hands dropped to clench in her comforter, Fitz let out a little groan of pleasure. His hips pushed up involuntarily into her hold and he only just managed to crack one eye back open. “We’ve go’ a perfectly good bed righ’ here, lass. Why bother with anywhere else righ’ now?” 

His own hands were currently stilled, but when Jemma made free with his body, he felt it was only fair that he got the same benefit. One hand slid into her hair, pulling her closer, the other skimmed gentle patterns over the fine, fair skin of her back. After a minute, something occurred to Fitz, and he ran both his hands down her body to curve over Jemma’s arse. 

Tipping his head to catch her earlobe gently in his teeth, Fitz whispered into it, “If y’ are willin’ t’ let me have another chance… I’ll try no’ t’ be an arse this time, so y’ get t’ enjoy i’, too. Or I could…” He slid one hand around her hip and down to linger suggestively, just barely brushing against her sex.

Jemma shivered as his calluses scratched over her skin, a soft mewl slipping past her lips as he palmed her arse. She hadn’t realized just how large Fitz’ hands were, or the way they’d span her body as he touched her most sensitive places, making her belly twitch and jump in excitement. It felt possessive, in a way, something she hadn’t thought she’d ever see when it came to her lab partner, and she loved it. 

It made her want to purr as she pressed further into his hold, and that was just what she was set to do when the heat of Fitz’ mouth on her ear, and his fingers slipping over her hip to skim teasingly against her folds, froze her. Jemma found herself caught, her hips squirming slightly as she tried to decide which sensation she wanted to give into first, her sex growing slick once more. 

She gave his cock a gentle squeeze before bringing her hand to rest next to his head on the pillow, supporting her weight so she could kiss him properly. Nipping at his bottom lip, Jemma swallowed Fitz’ soft groan before allowing her tongue to slip into his mouth to tangle with his own. She poured herself into the kiss, sighing happily as Fitz returned her enthusiasm. 

She made her decision then, hips tilting forward to press her clit more firmly against his fingertips even as her mouth pulled back slightly. “This first, please,” she whispered against Fitz’ lips, “and then, if you have another condom, I’d like to try again.”

Fitz was happy enough to focus on kissing her for a bit, even as he wondered what she was going to choose - if anything. He was hoping she’d give him the chance to make up for earlier, but it was her choice and he wasn’t going to push. Same as he wasn’t going to voice his disappointment about her not continuing to stroke him. Probably for the best anyway, if he wanted to focus on her. 

When she rocked forward against his fingers, the corner of Fitz’ mouth twitched up. “Alrigh’, we can do tha’,” he murmured. “Want t’ lie down, so we both have a bi’ more room, lass?” Even while he waited for her answer, he couldn’t quite resist teasing her, crooking his index finger and sliding his knuckle slowly down to her entrance and back up. 

Jemma’s eyes fluttered shut and her head tilted forward to rest against Fitz as he teased her, sending hot little licks of pleasure straight through her core. Not trusting her tongue, she merely nodded her agreement as she slipped to the side, her hand sliding behind his shoulder to tug him along with her. She didn’t want any separation from Fitz, and did all that she could to keep herself pressed against his bare flesh, even as she shifted onto her back. 

Her knees readily parted, making room for Fitz’ hand, and she bit her lip as she glanced up at him, cheeks flushing in excitement. There was no doubt he wanted her, not with the yearning way his hands sought her out or how his own arousal pressed against her hip, and that in turn made her all the more eager for him. Jemma arched her hips upward, seeking firmer contact from him, as her own hands snaked across his body. She brought one up, cupping his jaw and pulling Fitz into a kiss as her other drifted down so she could wrap her fingers around him once more. 

Fitz followed her when she slipped to one side, just as needy and wanting to keep her close as she was. He pressed in against her side, groaning softly when she deliberately pressed in, her hip rubbing firmly against his renewed erection. When her hand curled around him though, making him suck in a breath at the pleasure of her touching him, Fitz had to gently bat her hand away. “Shh, lass. Y’ can do more o’ tha’ later, okay? Le’ me focus on y’ for a li’l while?” 

She would thoroughly distract him otherwise, and he didn’t want to get so worked up this time that he’d be too far gone to please her. If there was one thing Fitz had figured out from the research he’d done, it was that most men tended to be selfish in bed, and if he managed not to do that he’d be miles ahead of the game to start with. Jemma looked disappointed, but she relented, and Fitz rearranged himself to settle against the curve of Jemma’s arse instead of against her hip. The lack of friction might frustrate him eventually, but he’d deal with that when they got there. 

In the meantime Fitz kissed his way down Jemma’s neck, continuing the gentle rub of his knuckle through her folds for a minute before switching to using his fingertips. She was hot and slick under his hands, and he easily found the little nub of her clit, careful not to press too hard. He mouthed distractedly at the tender skin of her neck as Jemma shivered beneath his touch, and that feeling of being pleased that she was pleased came rushing back along with his own desire. 

Fitz’ touch was addictive. 

Jemma decided that as the pads of his fingers slid through her arousal before pressing against her clit, each stroke pulling a soft whine from her throat. His mouth on her neck was magic, too, the hot slide of his lips and tongue causing her mind to go blank. Fitz had focused in on that spot again, the one he’d discovered as they laid tangled together on the beach, and the results were even better now that they were pressed together skin-to-skin. 

Still, she itched to touch him, wanted to feel the way his cock would jerk a bit as she stroked her hand over him… but Fitz had asked her to refrain. Instead, Jemma settled for tangling her fingers in his hair, carding through the curls as she tried to encourage his mouth to shift lower still. “Oh, please, Leo,” she gasped as he gave a particularly pleasing stroke over her, causing her hips to buck upward, “right there… again!”

Fitz spent quite some time teasing her, his fingers seeking out sensitive spots, taking note of which places and what behaviors brought out the strongest reactions from Jemma. It wasn’t until she was entirely on edge, trembling beneath his touch but still resisting returning the gestures that Fitz finally let out a shuddering little sigh and moved back up her body to cuddle in at her side, pressing kisses up her jaw until he could latch onto her mouth for heated, intense kisses, his tongue chasing hers to tangle together, stealing both their breath. 

The shift of his body brought his cock back up to press against Jemma’s hip, and Fitz’ groan was a mix of pleasure and frustration at the friction against his sensitive skin. He desperately wanted to be inside her again, but at the same time he didn’t want to push. “Jemma,” he murmured against her skin, just her name, low and needy. 

Jemma would have never believed that someone saying her name could make her heart skip a beat or her stomach to clench, but the way Fitz whispered those two syllables against her lips did all that and so much more. Jemma brought one hand up to tangle in his curls as she tugged him down to kiss her again, even as her other hand curled around his bicep and encouraged him to settled above her once more. Fitz was warm and solid, his weight as reassuring as the feel of his cock pressed against her thigh was exhilarating. 

Being with him like this, and knowing now that they weren’t hiding from each other, made Jemma tremble. This was her partner, best friend, and now… she had never stopped to consider the term before, but soulmate seemed to be a particularly apt description for how she thought of Fitz. Because, what was a soulmate other than someone who shared every joy, every pain, and each little intimacy in between? 

The thought caused her to smile against his lips before she broke away, head twisting to the right to see if she could find the other foil packet he’d slipped out of his wallet. Finding it, Jemma reached out for it, catching it in her fingertips and holding it between them in a silent question. Fitz’ eyes were wide and bright, the same deep shade as the ocean, and she found herself wanting to lose herself in them as he began to nod, first slowly then more confidently as the last relics of doubt faded from his mind. 

Jemma broke the tiny packet open, and reaching down, found him and gave him a few experimental strokes, liking the way they made Fitz’ breath hitch and hips twitch, before rolling the condom down the length of him. Keeping her grip gentle, she set the head of his cock just at her entrance, and with her eyes trained on his, flexed her hips toward him, eagerly taking him in the first few inches. 

Following Jemma’s tug, Fitz settled into the bracket of her thighs and forced himself not to think too hard about how close he was to where he wanted to be. The stroke of Jemma’s hands on his skin, holding him there above her, lips against his was both soothing and arousing at the same time. Her expression worried him for a moment when she drew back, looking rather emotional, but the smile that followed it and the warmth in her eyes distracted him entirely. 

Of course, when her fingers closed around his cock, teasing before slipping the condom on him, everything flew out of his mind except for her. “Jem,” he murmured again, the ‘m’ fading to a hiss when she pushed up and he slipped inside. The warmth and slickness that greeted him lured him in further, although this time around he had enough control to move slowly, savoring that feeling and watching her the whole time. Fitz let out a shuddering breath - he hadn’t realized he’d stopped breathing for that minute - and lowered his forehead to hers, eyes closed to take everything in. “Is your turn this time, lass,” Fitz whispered, “Wha’ d’ y’ wan’?”

Jemma had already been close to the edge with the way Fitz had touched her before, but the thick, heavy slide of him between her thighs had pushed her that much nearer. The way he hissed her pet name, his breath ghosting over her skin had certainly helped, too. She knew that with a few more strokes at the right angle, Fitz would easily push her over the brink.

Pressing a kiss to his cheek, Jemma hooked her legs low across the backs of his knees as she wound her arms around his torso, keeping his chest pressed to hers. She wiggled experimentally, causing Fitz to gasp a bit as she found just the right position that would cause him to stroke over her clit on each pass. Satisfied she had it, Jemma nipped at his ear, gave a slow roll of her hips, and breathily whispered, “Just like this, please, for now.” 

Fitz took a moment to figure it out, understand what it was about this position that Jemma wanted, slowly moving inside her. When he realized what she’d done to help herself, he grinned a little crookedly down at her. “Oh, so tha’s how is goin’ t’ be,” he teased, feeling a little more confident. Not for himself, not cockily, but sure that they’d survive this intact - if not better than before, “Fine then, le’s see if I can make tha’ work.” 

If there were things Fitz knew, it was leverage and angles and friction, basics of physics and geometry and engineering. His arms were braced on either side of Jemma, and one wriggled its way under the small of her back, encouraging her to arch into his movements and push her clit more firmly against him. Rewarded by a choked little gasp, Fitz bit his lip and sped his motions, finding a steady rhythm at a moderate pace. Now that he’d come once, it was so much easier to focus on her, to watch her face twist with pleasure and savor the sounds bubbling up from Jemma’s mouth. 

After a bit he couldn’t help but kiss her, his expression adoring as he closed the inches between their lips and caught hers with his, stroking and caressing there before wandering to her ear. “You’re beau’iful, baby girl,” he whispered, muttering out the soft endearments in his head. All the things he thought he’d never have opportunity to say to her. “Beau’iful an’ perfec’... Feels amazin’...” 

Fitz overwhelmed her, the feeling of him moving inside her and his lips against hers as Jemma spiraled upward on a drawn out wave of pleasure, and she quickly found herself unable to focus on anything else but him and keeping her hips rocking in time with his own. In fact, it was a wonder that she was able to even register what it was he whispered to her, although she was thankful she did. His soft words made her heart flip in her chest, and this time it was without the painful twist of fear that this would be the only time they’d be together. No, now she knew he loved her, and the newness of that certainty caused her belly to swoop in joy as her movements became a bit more disjointed, her body taking over as it sought out its own pleasure. 

With a soft moan, she twisted her head to nip at his ear before kissing along his jaw and capturing his sweet nothings with her own lips. She’d been close before, and Fitz, with his innate ability to know what she wanted without her having to say a word, had kept her dancing right along the edge until now. Fitz took his cues from her, speeding up even as he carefully kept that same delightful pressure on her clit, causing her vision to fade a bit at the edges and her hands to clutch at his back. 

“Leo,” she moaned, low and long against his mouth, her body clenching around him as she flew out over the edge and leaving her trembling slightly beneath him as it subsided and she came floating back to the present. 

She was beautiful, as he’d said, but even more so lost in her orgasm. Jemma seemed totally unaware of anything but her own pleasure, body trembling in his hold. The feeling of her muscles fluttering around his cock, squeezing and teasing by turns, made Fitz’ breath come short and all manner of ideas flit through his head. Next time, he promised himself, he was going to try his damndest to get them both there at the same time, because he could only imagine how amazing it would be to have all of that sensation doubled up on each other. 

He couldn’t help but give Jemma a bashful little grin when her muscles went slack, her body relaxing down into the mattress. Following her, Fitz covered her slender body with his, kissing Jemma gently. 

She sighed into his mouth, mind still drifting with the dazed post-coital feeling that was making all of her muscles feel as though they were filled with lead, and met each of his kisses, returning the pressure equally and enthusiastically. Bit by bit her head began to clear, and the feeling of Fitz inside of her, still hot and heavy with his own arousal, caused Jemma to moan a bit.

She rolled her hips up toward him and nipped at his lower lip before angling her head so she could better see his eyes. They betrayed Fitz’ awe at watching her beneath him, pleasing Jemma even as it sparked her desire to delight him just as much. “I want to feel you again, Leo,” she mumbled against his lips as she initiated another kiss. “Please?” 

Fitz hadn’t been expecting that and blinked down at her, drawing back from her kiss after a long moment. “Are y’ sure, lass? I mean… is no’ like I canna…” Take care of it himself. But god did he want more of her. Thankfully she nodded immediately and rocked against him again without hesitation, reassuring that fear and soothing it away. 

His next few thrusts were slow, feeling Jemma’s muscles still trembling around him at the small movements. Fitz stroked a hand over her hair before drawing back, sitting up on his knees and gazing down at her. “Chris’, you’re beautiful,” he murmured out again, getting a good look at her sprawled nude across the bed. A glance down at where they were still joined together, his cock slowly stroking into her, drew a soft moan from him. The visual aspect, seeing what he was doing to her, ratched his arousal up again. Remembering his earlier thought, Fitz wondered if he could make Jemma come again, with him this time. 

Able to see exactly what he was doing now, Fitz set his thumb over her clit and rubbed small, soft circles over it, watching her reaction closely. 

She felt her body flush, both in response to his praise and at how open the position left her, her arse supported by his thighs as Fitz reverently gripped her waist and held her in place. Jemma had been about to reach for his arm to tug him back down and over her to counteract her vulnerable feeling when his unexpected moan stopped her. She took a moment to watch him, his blue eyes blown wide with adoration and lust, his tongue darting over his lower lip as he tried to decide what to focus on next. Realizing how much he seemed to enjoy being able to see all of her, Jemma pushed the notion aside and gave herself over to their lovemaking. 

Her hands came to rest on his knees as she shifted her hips in little circles in time with his slow thrusts. She may have been imagining it, but Fitz felt larger, somehow, in this position, stretching her the slightest bit more as he worked his thumb carefully against her clit. Jemma felt her climax begin to build once more, and mewled in response. 

Fitz saw the nervousness pass over Jemma’s face - another reason he liked being able to watch her - and automatically reached to soothe, stroking his free hand down her side. It faded though, and Fitz relaxed and let himself enjoy the way she was moving against him. The little motions of her hips were pushing him a little further in than before, and Fitz experimentally lengthened his strokes to see what that might do. 

His eyes were fixed on Jemma, expression somehow both adoring and curious, learning the things that she liked best - or at least the ones that brought soft sounds to her lips or made her breath catch in her chest. The pride that filled him, knowing she loved and trusted him enough to share herself with him this way, was warm and affectionate and unselfish in a way Fitz found he only was with her. A sweet little smile lingered around his face when she moaned again, his thumb still slowly teasing her in counterpoint to his thrusts. 

Jemma pressed her feet into the mattress, seeking better leverage as her body warmed to a fever pitch once more in response to Fitz’ ministrations. What struck her most was how gentle he was, his touch soothing her as readily as it excited her. It was another sign that Fitz loved her, truly loved her, and it renewed the giddy rush of lust and affection she’d been floating on since he’d first really kissed her that afternoon. 

Fitz’ callused fingers danced over her, his free hand caressing whatever bit of skin caught his attention at the moment while he maintained his carefully controlled rhythm. It began to frustrate her, keeping her on edge without letting her inch closer to completion, and Jemma found her hips moving in faster, tighter circles in a bid to tempt Fitz into placing more pressure where she wanted it most. 

He startled a bit when Jemma pushed up against him more firmly, her fingers digging in where they were still holding onto his knees, and his eyes flew back up to hers. Fitz had always thought it took women longer than it did for men, so he’d been entirely focused on holding himself back, but there was no way to mistake that Jemma wanted more now, rather than later. 

Fitz gave her a sheepish little grin and did as Jemma’s body asked, quickening his thrusts and increasing the friction. A few strokes later, he let out a quiet little noise, almost a growl, when she nearly slid out of his lap, and his fingers gripped her hip to keep her where he wanted her. It wasn’t enough though, and Fitz suddenly wanted her close again. 

Stilling, he freed both of his hands to find hers, catching hold of her wrists and tugging her upward. “C’mere,” he said softly, reeling her in until she could wrap her arms around his neck and shoulders, holding herself up. Fitz slipped his hand back in between them to continue teasing at her clit as he started moving again. Gravity worked in their favor in this position, Jemma’s weight nudging him in even deeper than before, and Fitz set his teeth in her shoulder, biting in a little to muffle what would have been a rather loud moan of pleasure. 

Jemma gasped at the change of position, a thrill shooting down each and every one of her nerves as Fitz bottomed out against her cervix. She clutched at him as she adjusted to the new angle, fingers threading through his curls as she slowly found her rhythm between his gentle thrusts and his still circling fingers on her clit. 

The sensation of his teeth set in her shoulder caused Jemma to shudder, and she suppressed a breathy cry of pleasure by turning her head to tuck her face against Fitz’ neck. She worked the his pulse point with her lips and tongue and purposefully clenched around him, pleased by the way he moaned, his fingers flexing into her, in response. Jemma nuzzled at his cheek, and kissing her way along his jaw, eventually found his lips so she could kiss him slowly and deeply. “I love you,” she murmured when they briefly broke apart to catch their breath, smiling at Fitz as she rested her forehead against his. 

The smile Fitz gave Jemma in return was at once a little sheepish, yet sweet and a little awed. “Love y’, too,” he whispered back, even as the fingers of his free hand slid down over the curve of Jemma’s arse to steady her. 

Jemma’s uneven breathing, hitching in her chest, had a bit of pride surging through him. He might be that dorky Scottish kid in Engineering, but Jemma Simmons loved him. And he wasn’t bad in bed, or at least she wasn’t reacting like he was, despite his inexperience. If anything, Fitz was shocked he hadn’t done anything horribly embarrassing yet, but between what happened earlier and his own determination to make sure she was pleased he was focused on other things. 

At least, until she tightened herself around him again, setting a rhythm to it and meeting his moves with her own. That would have been bad enough, but she lowered her head to his shoulder and her mouth found a spot just over his collarbone that had his hips jerking forward reflexively when she scraped her teeth gently against it. Fitz swore under his breath, letting out a noise that was perilously close to a whimper as he felt the stirrings of what would quickly become an orgasm if she kept that up. “Fuck, Jemma,” he muttered in a soft, hoarse whisper against her skin, the fingers at her clit suddenly working more intensely. “Please tell me you’re close, baby girl.” 

The soft vulgarity caused Jemma to smile, beyond pleased with how Fitz seemed to have, at best, a tenuous grip on his self control. She wanted to watch him let that go, wanted to know that he was that comfortable with her and had found that much pleasure in being with her that he had no other choice but to give into it. 

“Almost there,” she gritted out, voice breaking around a gasp as Fitz found just the right angle and pressure. “Please, keep doing that.” Jemma’s words faded into a soft moan, muffled against his neck as her eyes fluttered shut. Between the feeling of him surging forward inside of her, his fingers working over her, and his mouth ghosting over her neck, she knew it wouldn’t be long now. 

More than a little desperate, Jemma’s mouth crashed into Fitz’ as she kissed him frantically, her teeth scraping over his bottom lip and tongue seeking his own, as her previously steady rhythm grew disjointed. She was right there on the edge, chasing wildly after her release in the hopes that she could bring Fitz tumbling down with her. 

Fitz was losing track of what he was feeling and doing as all the sensations grew overwhelming. Having Jemma twined around him, her mouth on his neck and then at his mouth, touching and making love to her, was all too much. Something shifted though, distracting him from the almost single-minded need to make her break around him, and it took him a moment to realize she’d lost the rhythm, throwing them out of sync. 

Giving up on multi-tasking, he drew his fingers away from her clit, both his hands catching Jemma’s hips and guiding her back into proper rhythm with his thrusts. Her breath caught and hitched, the soft cries bubbling up from her egging him on, until all at once they both were exactly where they desperately needed to be. 

Jemma’s body clamped down on his and it was all over for Fitz. He clutched at Jemma, drawing her in close against his body as his movements devolved into slow, disjointed thrusts as the pleasure overwhelmed him. Her orgasm fed into his, and it felt drawn out, like each of her twitches and shivers prompted another from him. Still caught up, but unable to keep himself upright, Fitz’ trembling arms snugged Jemma in as he ungracefully drew her down across the bed with him. 

She had heard talk, both among her acquaintances and in passing, about experiences in bed that were so good they left the woman shaky legged and speechless. Jemma had even thought she’d had one of those experiences herself, before the proverbial veil of ignorance had been lifted and she realized her first boyfriend was far more selfish than anything else. But Fitz…

Fitz may have been a bit uncertain when they started, but he had quickly learned to read her and what she liked. The two orgasms he’d given her certain spoke to his ability to improvise once he was given a basic guideline, and Jemma found herself grinning against his chest as she curled against him, seeking heat as their bodies began to cool. Eventually, she managed to gather enough strength to lift her head to look at him, her cheeks still flushed and eyes bright. 

Jemma wanted to speak, wanted to praise him or them or marvel at the entire experience, but found that words failed her. All she could do was chuckle, still more than a bit amazed, as she scooted up his body to press a sloppy kiss to his mouth and blindly reached for a throw they could cuddle up under. 

Still shaking a little - his hands, mostly - and unwilling to move much, Fitz swallowed hard even though his mouth was terribly dry now. He knew he’d pleased her. It was kind of difficult to miss that part, at least, but there was still a bit of nervous energy bouncing through him. Stroking his hands up and down her back when Jemma cuddled in against him soothed his nerves some, though. 

It wasn’t until she looked up at him, hazel eyes glowing, a grin creasing her face, that he knew it was all going to be okay. 

He returned the grin, wrinkling his nose much as she did sometimes, when he realized she was fumbling for a blanket. “Go on an’ crawl under the covers. I’ll be back in a moment,” Fitz murmured, wanting to dispose of the condom so he could get stay put for awhile. He drew back from Jemma and climbed out of bed, pulling the edge of the covers back for her before hurrying into the other room. 

After taking care of the most pressing need, he also grabbed a couple of bottles of water to bring back with him, setting them on the bedside table before crawling back in with Jemma. Curling on his side facing her, Fitz watched Jemma for a long moment, a soft and affectionate look on his face. “You’re amazin’, y’ know,” he offered softly. 

She chuckled again as she slid over, pressing herself against him to hide against Fitz’ nude form. He had been wonderful, everything she had wished her first time had been, and yet here he was, calling her amazing. It baffled Jemma a bit more than she was willing to admit. 

“Amazing, hmm?” she murmured, pressing a line of chaste kisses along his collarbone before nuzzling in against his chest. “I’m not sure about ‘amazing,’ Fitz. I didn’t even get to try any of the really fun stuff, but I’ll take it.” Eyes sparkling despite being exhausted at the moment, Jemma pulled back enough to kiss him before tucking back in against his chest, nose just brushing against the hollow of his throat. 

If she hadn’t been so physically worn, she would have been more stunned at where she was, naked and in bed with Fitz, of all people. As it was, all she could manage to do was hum happily as Fitz’ hands reverently ran over her back and sides, becoming familiar with the curves and skin she would gladly let him have access to for as long as he wanted. 

Fitz automatically lifted his arm to make room for her, sighing quietly at the press of her body against his. He couldn’t imagine doing this with Alicia, or any other girl for that matter, being so comfortably curled up together, unselfconscious and at ease, after sex. Especially his first time. And yet, here with Jemma he was entirely relaxed, if not quite confident just yet. 

The ping of embarrassment at her comment about ‘really fun stuff’ rattling through him proved that, and Fitz had to fight not to let it show. Jemma hadn’t meant it that way, he was sure. 

He busied himself cuddling with her, limbs tangling together and Fitz stroking the impossibly soft skin along Jemma’s spine. “Well, I think you’re amazin’, regardless. Y’ can show me the really fun things some other time, yeah?” Fitz offered, sounding tentative as he murmured the words into her hair. He loved her and she loved him and that meant this would happen again, after all. Right? Fitz didn’t want to make an ass of himself by assuming. 

The uncertainty in his words struck Jemma, and she carefully levered up onto an elbow to better look in his eyes. He wouldn’t meet her gaze head on, and combined with the little twist of his mouth, that told her more than enough. She leaned up again, this time to kiss Fitz slowly, taking her time in the hopes of easing his nerves. 

Jemma smiled at him, eyes bright, when she pulled away, and nibbled at her lower lip, considering how badly she wanted to tease him. “I’d hope so,” she began once she’d decided, pressing further up his body to whisper in his ear exactly what she meant, where she wanted to place her mouth on him and how she wanted to feel him break against her tongue. 

Given the look in Fitz’ eye when she pulled away, Jemma was satisfied she made her point, and settled back against his chest. “But, let’s save that for the morning, yeah?” she suggested with a small yawn, her arm curling snugly around his torso as she found a comfortable resting place for her head. “Because, believe me, Leopold Fitz, I fully intend to introduce you to that once we’re both properly rested.”

Whatever doubts he’d had were swept away by Jemma’s actions, reassuring him that this - he - was what she wanted. It was impossible to resist that bright-eyed smile or the teasing note in her voice, and Fitz bit his lip against a soft whimper at making him wait. But she’d promised and he trusted that. 

Fitz settled in, too, his chin propped on Jemma’s head, arms wrapped around her, and tried to sleep. 

After all, morning would come faster that way.


End file.
